use of the office spaces pursuant to the
last sentence of Section 5.1 by Buyer, its employees and agents, including
representatives with whom Buyer contracts for the performance of any such
inspection at the Property (each, a "Contract Inspector"), and (b) the
undertaking of the inspections described in this Section 5.3 by Buyer, its
employees and agents, including any Contract Inspector and (ii) liens filed
against the Real Property because of Buyer's nonpayment of any Contract
Inspector retained by Buyer to perform inspections hereunder or otherwise
resulting from such inspections. Upon the request of Seller, Buyer shall cause
any Contract Inspector to furnish to Seller a certificate of insurance
evidencing comprehensive general liability insurance insuring such Contract
Inspector and listing Seller and Buyer as additional insureds thereunder.
The
indemnification obligations set forth in this clause (c) shall survive the
Closing or the termination of this Contract.
5.4
ADDITIONAL PROPERTY DOCUMENTATION
DURING THE DUE DILIGENCE PERIOD, UPON REASONABLE NOTICE AND DURING NORMAL
BUSINESS HOURS, BUYER SHALL HAVE THE RIGHT TO INSPECT, AND SELLER SHALL MAKE
AVAILABLE TO BUYER, ALL PROPERTY TAX, INSURANCE, MAINTENANCE, REPAIR, UTILITY,
AND OTHER EXPENSE OR COST RECORDS RELATING TO THE PROPERTY AND ALL AGREEMENTS
AND DOCUMENTS RELATING TO THE CONSTRUCTION, MAINTENANCE AND OPERATION OF THE
PROPERTY AND IN THE POSSESSION OR CONTROL OF, OR READILY AVAILABLE TO, SELLER
AND/OR ITS PROPERTY MANAGER AND/OR ANY OF THEIR RESPECTIVE AFFILIATES.
NO
ORIGINAL RECORDS, AGREEMENTS OR DOCUMENTS SHALL BE REMOVED FROM THE OFFICE
BUILDING WITHOUT THE PRIOR CONSENT OF SELLER, BUT BUYER MAY
7
REMOVE COPIES OF ANY SUCH RECORDS, AGREEMENTS OR DOCUMENTS FROM THE OFFICE
BUILDING, SUBJECT TO COMPLIANCE WITH THE CONFIDENTIALITY PROVISIONS SET FORTH IN
SECTION 5.1 ABOVE.
5.5
CITY FINANCIAL INCENTIVES; ASSIGNMENT OF
REDEVELOPMENT AGREEMENT
UPON REQUEST OF BUYER, SELLER WILL ASSIST BUYER IN ITS NEGOTIATIONS WITH THE
CITY OF CEDAR RAPIDS
(THE "CITY") WITH RESPECT TO FINANCIAL INCENTIVES BY
FURNISHING INFORMATION RELATING TO THE PROPERTY (TO THE EXTENT IN SELLER'S
POSSESSION) WHICH MAY BE USEFUL IN OBTAINING SUCH FINANCIAL INCENTIVES, PROVIDED
THAT THE CONFIDENTIALITY OF ANY SUCH INFORMATION IS MAINTAINED BY THE CITY.
IN
ADDITION, SELLER AND BUYER SHALL JOINTLY NEGOTIATE WITH THE CITY DURING THE DUE
DILIGENCE PERIOD TO OBTAIN THE COMMITMENT OF THE CITY TO EXECUTE AN ASSIGNMENT
OF RIGHTS PURSUANT TO AMENDED AND RESTATED AGREEMENT FOR PRIVATE REDEVELOPMENT
(PHASE II) AND TERMINATION SUBSTANTIALLY IN THE FORM OF EXHIBIT J ATTACHED
HERETO (THE "REDEVELOPMENT AGREEMENT ASSIGNMENT").
IN THE EVENT THAT THE CITY
SHALL AGREE TO EXECUTE THE REDEVELOPMENT AGREEMENT ASSIGNMENT IN THE FORM OF
EXHIBIT J (ANY MODIFICATIONS THERETO REQUIRING THE APPROVAL OF EACH OF SELLER
AND BUYER) AND THE CLOSING SHALL BE CONSUMMATED, SELLER AND BUYER SHALL EACH
EXECUTE AND DELIVER THE REDEVELOPMENT AGREEMENT ASSIGNMENT AT THE CLOSING.
5.6
ELECTED OPERATING CONTRACTS
NOT LATER THAN THE EXPIRATION OF THE DUE DILIGENCE PERIOD, BUYER SHALL PROVIDE A
WRITTEN NOTICE (THE "ELECTED OPERATING CONTRACT LIST") TO SELLER LISTING THE
OPERATING CONTRACTS WHICH BUYER DESIGNATES TO BE ASSUMED BY SELLER AND ASSIGNED
TO BUYER AT