CLOSING DATE, AS THOUGH MADE AT AND AS OF THE
CLOSING DATE.
(II)
PERFORMANCE OF OBLIGATIONS.
SELLER SHALL HAVE IN ALL
MATERIAL RESPECTS PERFORMED ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY SELLER
UNDER THIS AGREEMENT ON AND PRIOR TO THE CLOSING DATE.
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(III)
DELIVERY OF DOCUMENTS.
EACH OF THE DOCUMENTS REQUIRED TO BE
DELIVERED BY SELLER AT CLOSING SHALL HAVE BEEN DELIVERED AS PROVIDED HEREIN.
(IV)
LEASES.
ON THE CLOSING DATE, THE PROPERTY SHALL BE DELIVERED
TO PURCHASER UNOCCUPIED, UNTENANTED AND FREE OF ALL LEASES, LICENSES AND OTHER
OCCUPANCY AGREEMENTS DEMISING SPACE AT THE PREMISES (COLLECTIVELY, "LEASES").
(V)
TITLE.
TITLE TO THE PREMISES WILL BE CONVEYED TO PURCHASER
SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES.
THE EXCESS DEVELOPMENT RIGHTS WILL
BE TRANSFERRED TO PURCHASER FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES,
VIOLATIONS AND UNPAID REAL ESTATE TAXES, ASSESSMENTS AND WATER AND SEWER
CHARGES.
THE TITLE COMPANY SHALL BE WILLING TO (X) INSURE TITLE TO THE PROPERTY
PURSUANT TO A STANDARD OWNER'S FORM OF POLICY OF TITLE INSURANCE IN THE AMOUNT
OF THE PURCHASE PRICE AT REGULAR RATES AND WITHOUT ADDITIONAL PREMIUM, SUBJECT
ONLY TO THE PERMITTED EXCEPTIONS AND (Y) ISSUE A DEVELOPMENT RIGHTS ENDORSEMENT
APPENDED TO SUCH POLICY FOR THE EXCESS DEVELOPMENT RIGHTS BEING TRANSFERRED TO
PURCHASER, WITHOUT ANY SPECIAL PREMIUM IN EXCESS OF STANDARD OR CUSTOMARY RATES
FOR SUCH ENDORSEMENT.
(VI)
CONTRACTS.
ALL MANAGEMENT AGREEMENTS WITH RESPECT TO ALL OR
ANY PORTION OF THE PROPERTY AND ALL SERVICE, MAINTENANCE, SUPPLY AND OTHER
AGREEMENTS RELATING TO THE OPERATION OF THE PREMISES, TOGETHER WITH ALL
MODIFICATIONS AND AMENDMENTS THEREOF AND SUPPLEMENTS RELATING THERETO
(COLLECTIVELY, "CONTRACTS") SHALL HAVE BEEN TERMINATED AND ALL SUMS DUE
THEREUNDER SHALL HAVE BEEN PAID BY SELLER.
(VII)
BANKRUPTCY.
NO ACTION OR PROCEEDING SHALL HAVE BEEN COMMENCED
BY OR AGAINST SELLER UNDER THE FEDERAL BANKRUPTCY CODE OR ANY STATE LAW FOR THE
RELIEF OF DEBTORS OR FOR THE ENFORCEMENT OF THE RIGHTS OF CREDITORS, AND NO
ATTACHMENT, EXECUTION, LIEN OR LEVY SHALL HAVE ATTACHED TO OR BEEN ISSUED WITH
RESPECT TO SELLER'S INTEREST IN THE PROPERTY OR LOT 58 OR ANY PORTION THEREOF.
(VIII)
LITIGATION.
ON THE CLOSING DATE, THERE MUST BE NO LITIGATION OR
PENDING, SEEKING (I) TO ENJOIN THE CONSUMMATION OF THE SALE AND PURCHASE
DESCRIBED IN THIS AGREEMENT OR (II) TO RECOVER TITLE TO ALL OR ANY PART OF THE
PROPERTY OR LOT 58, OR ANY INTEREST THEREIN.
(C)
FAILURE OF CONDITION.
IF ANY CONDITION TO CLOSING SET FORTH
IN THIS AGREEMENT FOR THE BENEFIT OF PURCHASER IS NOT MET (OR DEEMED WAIVED),
PURCHASER MAY (A) WAIVE ANY SUCH CONDITION (IF AND TO THE EXTENT SUCH CONDITION
CAN BE WAIVED UNDER APPLICABLE LAW) AND PROCEED TO CLOSING ON THE CLOSING DATE
WITH NO OFFSET OR DEDUCTION AGAINST THE PURCHASE PRICE, OR (B) NOTIFY SELLER OF
PURCHASER'S ELECTION TO TERMINATE THIS AGREEMENT (IN WHICH EVENT ESCROW AGENT
SHALL IMMEDIATELY RETURN TO PURCHASER THE DEPOSIT UPON RECEIPT OF WRITTEN DEMAND
FROM PURCHASER); PROVIDED, HOWEVER, IF THE FAILURE OF THE CONDITION TO BE MET
CONSTITUTES, OR