A COUNTERPART OF THE LEASE, DULY EXECUTED BY OR ON BEHALF OF SELLER,
(C)
AN AFFIDAVIT CERTIFYING THAT SELLER IS NOT A "FOREIGN PERSON" WITHIN THE
MEANING OF SECTIONS 1445 OR 7701 OF THE CODE,
(D)
[OMITTED];
(E)
TO THE EXTENT IN SELLER'S POSSESSION AND NOT OTHERWISE DELIVERED OR
AVAILABLE TO PURCHASER PRIOR TO THE CLOSING, COPIES OF ALL GOVERNMENTAL PERMITS
AND CERTIFICATES OF OCCUPANCY,
(F)
ANY APPLICABLE STATE OR LOCAL TRANSFER TAX FORMS IN ACCORDANCE WITH SECTION
7(A),
(G)
AN ASSIGNMENT BY SELLER TO PURCHASER OF (1) ALL LICENSES, PERMITS AND OTHER
GOVERNMENTAL APPROVALS TO OPERATE THE PROPERTY, AND (2) ALL WARRANTIES AND
GUARANTEES WITH RESPECT TO THE IMPROVEMENTS, FIXTURES AND EQUIPMENT (IF ANY)
INCLUDED WITHIN THE PROPERTY, PROVIDED THAT SUCH ASSIGNMENT SHALL BE RESTRICTED
TO SUCH ITEMS WHICH LEGALLY MAY BE ASSIGNED AND THE ASSIGNMENT OF WHICH DOES NOT
IMPAIR IN ANY RESPECT OR RESULT IN THE LOSS OF THE RIGHTS OF THE HOLDER
THEREUNDER.
9
(H)
DOCUMENTS REASONABLY REQUIRED BY THE PURCHASER'S LENDER TO BE SIGNED BY
SELLER SUCH AS AN ESTOPPEL BY SELLER IN RESPECT OF THE LEASE IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO SELLER AND PURCHASER'S LENDER, THE
SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (AS DEFINED IN SECTION
12(II)) AND OTHER CUSTOMARY DOCUMENTS; PROVIDED, HOWEVER, THAT THE FOREGOING
SHALL NOT IMPOSE ANY ADDITIONAL LIABILITIES OR DUTIES UPON SELLER BEYOND THOSE
IMPOSED HEREIN AND AS OF THE DATE HEREOF OR IMPOSED UPON SELLER, AS LESSEE,
UNDER THE LEASE, AND
(I)
AN OPINION OF SELLER'S COUNSEL THAT THE LEASE IS ENFORCEABLE AGAINST SELLER
IN ACCORDANCE WITH ITS TERMS SUBJECT TO CUSTOMARY BANKRUPTCY AND EQUITABLE
REMEDIES.
(V)
EXECUTION AND DELIVERY OF OTHER CLOSING DOCUMENTS.
SELLER SHALL
HAVE EXECUTED AND DELIVERED EACH OF THE OTHER DOCUMENTS, AGREEMENTS AND OTHER
INSTRUMENTS TO BE EXECUTED AND DELIVERED BY SELLER HEREUNDER AT OR BEFORE THE
CLOSING.
SELLER SHALL EXECUTE AND DELIVER EACH OF THE OTHER DOCUMENTS,
AGREEMENTS AND OTHER INSTRUMENTS TO BE EXECUTED AND DELIVERED BY SELLER
HEREUNDER AT OR BEFORE THE CLOSING.
(VI)
OTHER CONDITIONS.
ANY OTHER MATTER EXPRESSLY SET FORTH HEREIN AS
A CONDITION TO PURCHASER'S OBLIGATION TO CLOSE OR AS A MATTER TO BE COMPLETED OR
EFFECTED PRIOR TO CLOSING.
Notwithstanding anything herein that may be construed to the contrary, under no
circumstances shall Purchaser's obligations hereunder be conditioned on
Purchaser's ability to obtain and/or close on any financing to pay all or any
portion of the Purchase Price.
SECTION 10.
OMITTED.
SECTION 11.
TITLE SUPPORT.
AT THE CLOSING, IN CONNECTION WITH THE
ISSUANCE OF TITLE POLICIES IN RESPECT OF THE DEED AND ANY MORTGAGE BY PURCHASER,
EACH OF SELLER AND PURCHASER AGREES THAT IT SHALL EXECUTE AND DELIVER TO THE
TITLE COMPANY SUCH CERTIFICATES AND SIMILAR DOCUMENTARY EVIDENCE AS THE TITLE
COMPANY MAY REASONABLY REQUIRE TO ESTABLISH THE AUTHORITY OF THE INDIVIDUAL
SIGNING THIS AGREEMENT AND THE OTHER INSTRUMENTS AND AGREEMENTS TO BE DELIVERED
AT CLOSING BY SUCH PARTY OR SUCH OTHER MATTERS AS THE TITLE COMPANY MAY
REASONABLY REQUEST; PROVIDED, HOWEVER, NEITHER PARTY SHALL BE REQUIRED