CERTIFICATE WITH
RESPECT TO SUCH TENANT FOR PURPOSES OF SATISFYING THE CONDITION UNDER THIS
SECTION 9.1.
IN ADDITION, SELLER SHALL BE RELEASED FROM ANY LIABILITY WITH
RESPECT TO SUCH SELLER'S ESTOPPEL CERTIFICATE UPON THE SOONER TO OCCUR OF
(I) ONE (1) YEAR FOLLOWING THE CLOSING DATE AND (II) THE DATE OF DELIVERY TO
BUYER OF A TENANT ESTOPPEL CERTIFICATE EXECUTED BY THE TENANT FOR WHICH SELLER
HAS DELIVERED SUCH SELLER'S ESTOPPEL CERTIFICATE.
SELLER SHALL BE REQUIRED TO
DELIVER TO BUYER, PROMPTLY UPON SELLER'S RECEIPT THEREOF, TRUE AND COMPLETE
COPIES OF ALL ESTOPPEL CERTIFICATES DELIVERED BY ANY AND ALL TENANTS.
(D)
THE TITLE INSURER SHALL LATER-DATE THE TITLE
COMMITMENTS TO COVER THE CLOSING AND THE RECORDING OF THE DEED, AND SHALL ISSUE
OWNER'S POLICIES OF TITLE INSURANCE (OR A PRO FORMA OWNER'S POLICY OR A
SO-CALLED "MARKED-UP" TITLE COMMITMENT) TO BUYER, NAMING BUYER AS THE INSURED
AND PROVIDING INSURANCE ON THE PROPERTY, IN THE AMOUNT OF THE PURCHASE PRICE,
AND SUBJECT ONLY TO THE PERMITTED TITLE EXCEPTIONS, ALL IN ACCORDANCE WITH
SECTION 5 OF THIS AGREEMENT (THE "TITLE POLICIES").
AS PROVIDED IN SECTION 5,
THE TITLE POLICIES SHALL INCLUDE THE ENDORSEMENTS.
(E)
ALL LEASES FOR SPACE EQUAL TO OR GREATER
THAN *** SQUARE FEET THAT ARE IN EFFECT ON THE INSPECTION DATE WITH RESPECT TO A
GIVEN PROJECT SHALL BE IN FULL
22
FORCE AND EFFECT ON THE CLOSING DATE UNLESS SUCH LEASE EXPIRES DURING SUCH
PERIOD; PROVIDED, HOWEVER, IN THE EVENT THAT THE FOREGOING CONDITION IS NOT
SATISFIED WITH RESPECT TO ONE OR MORE PROJECTS, THEN SELLER SHALL HAVE THE RIGHT
TO MASTER LEASE SUCH SPACE ON ALL OF THE SAME TERMS SET FORTH IN THE APPLICABLE
TENANT'S LEASE FOR A PERIOD OF *** FROM AND AFTER THE CLOSING DATE.
IF SELLER
DOES ELECT TO SO MASTER LEASE ANY SUCH LEASED PREMISES, THEN SUCH MASTER LEASE
ARRANGEMENT SHALL PERMIT BUYER TO UNILATERALLY TERMINATE ANY SUCH MASTER LEASE
ON AN ACCELERATED BASIS, SO AS TO PERMIT BUYER TO LEASE SUCH LEASED PREMISES TO
A THIRD PARTY.
***
In the event any of the foregoing conditions are not satisfied prior to or at
the Closing, then subject to Section 7.3 hereof and to the provisions of
Section 9.1(e), Buyer may terminate this Agreement by written notice to Seller
on the Closing Date and thereafter shall have no obligation to proceed with the
Closing, the Earnest Money shall be immediately returned and paid to Buyer, and
neither party shall have any further obligation hereunder, except those which
expressly survive the termination of this Agreement.
Notwithstanding the
foregoing, nothing contained herein shall waive or diminish any right or remedy
Buyer may have for Seller's default or breach of this Agreement as set forth in
this Agreement.
9.2
SELLER'S CONDITIONS PRECEDENT.
SELLER'S
OBLIGATION TO PROCEED TO CLOSING UNDER THIS AGREEMENT IS SUBJECT TO THE
FOLLOWING CONDITIONS PRECEDENT:
(A)
SELLER RECEIVING ALL CORPORATE AND
PARTNERSHIP APPROVALS TO COMPLETE THIS TRANSACTION ON OR BEFORE THE INSPECTION
DATE.
IN THE EVENT THIS CONDITION IS NOT SATISFIED ON