THE EVENT UTI AND PARCEL 20 SELLER TERMINATE
NEGOTIATIONS, PARCEL 20 SELLER SHALL MARKET THE PARCEL 20 BUILDING AND SEEK TO
ENTER INTO ONE OR MORE LEASES FOR NO LESS THAN THE PARCEL 20 MINIMUM
47
SPACE WITH TENANTS HAVING A COMPARABLE FINANCIAL CAPACITY OF OTHER TENANTS OF
SIMILAR SPACE WITHIN TRANSDULLES CENTRE THAT ARE REASONABLY ACCEPTABLE TO BUYER
AND IDENTIFIED BY PARCEL 20 SELLER PRIOR TO THE CLOSING DATE ("PARCEL 20
COMPARABLE TENANTS").
PARCEL 20 SELLER AGREES TO CONSULT WITH BUYER DURING THE
NEGOTIATION OF SUCH THE UTI LEASE OR OTHER LEASES (INCLUDING WITHOUT LIMITATION,
CONSULTING WITH BUYER ABOUT THE COSTS ANTICIPATED TO BE INCURRED IN NEGOTIATING
SUCH LEASES), AND AGREES THAT BUYER SHALL HAVE THE RIGHT TO APPROVE ANY SUCH
LEASES, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED.
BUYER AGREES TO REIMBURSE PARCEL 20 SELLER AT CLOSING FOR ALL COSTS
INCURRED BY PARCEL 20 SELLER IN CONNECTION WITH SUCH LEASES, INCLUDING, WITHOUT
LIMITATION, HARD COSTS, SOFT COSTS, ALL TENANT INDUCEMENT COSTS AND THE COST OF
ANY LEASING COMMISSIONS, AND FROM AND AFTER THE CLOSING DATE SHALL CONTINUE TO
FUND COSTS REASONABLY NECESSARY TO PROCURE SUCH UTI LEASE OR OTHER LEASES, WHICH
COSTS SHALL BE SUBJECT TO BUYER'S REASONABLE APPROVAL.
IF PARCEL 20 SELLER
PROCURES A LEASE WITH UTI OR ONE OR MORE PARCEL 20 COMPARABLE TENANTS, SIGNED BY
THE TENANT(S), FOR NO LESS THAN THE PARCEL 20 MINIMUM SPACE ON OR BEFORE THE
DATE THAT IS TWO HUNDRED SEVENTY (270) DAYS AFTER THE CLOSING DATE, BUYER SHALL
PAY TO PARCEL 20 SELLER A PURCHASE PRICE INCREASE IN THE SUM OF **********
WITHIN TWO (2) BUSINESS DAYS AFTER SUBMISSION OF A LEASE OR LEASES SIGNED BY THE
TENANTS THEREUNDER; PROVIDED, HOWEVER, IF ANY LEASE(S) CONTAIN TENANT
CONTINGENCIES (AS DEFINED BELOW), SUCH ********** PAYMENT SHALL BE DELAYED UNTIL
THE TENANT CONTINGENCIES ARE SATISFIED OR WAIVED, PROVIDED SUCH TENANT
CONTINGENCIES ARE NOT REQUIRED TO BE SATISFIED PRIOR TO THE EXPIRATION OF SUCH
270 DAY PERIOD.
AS USED HEREIN, THE TERM "TENANT CONTINGENCIES" SHALL MEAN ANY
CONTINGENCIES THAT WOULD PERMIT A TENANT TO TERMINATE ITS LEASE PRIOR TO THE
COMMENCEMENT OF THE LEASE TERM, SUCH AS DUE DILIGENCE INSPECTION, BOARD
APPROVAL, OBTAINING ANY SPECIAL EXCEPTION FOR ZONING OR OTHER GOVERNMENTAL
APPROVAL, OBTAINING ANY TAX INCENTIVES, BUT EXPRESSLY EXCLUDING ANY
CONTINGENCIES IN BUYER'S CONTROL (SUCH AS BUYER'S CONSTRUCTION FINANCING, OR
BUYER'S OBLIGATION TO COMPLETE THE BUILDING).
SECTION 15.2.
BOOKS AND RECORDS.
UPON BUYER'S REQUEST, FOR A PERIOD OF
EIGHTEEN (18) MONTHS AFTER THE CLOSING DATE, SELLERS SHALL MAKE ALL OF SELLERS'
RECORDS WITH RESPECT TO THE PROPERTIES WHICH ARE IN THE POSSESSION OF SELLERS
AND/OR MANAGER AVAILABLE TO BUYER FOR INSPECTION BY BUYER'S DESIGNATED
ACCOUNTANTS.
SECTION 15.3.
CHANGE IN CONDITION OF PROPERTY PRIOR TO CLOSING .
IF
AND WHEN SELLERS OBTAIN KNOWLEDGE OF THE SAME, SELLERS SHALL PROMPTLY NOTIFY
BUYER OF ANY MATERIAL CHANGE IN ANY CONDITION WITH RESPECT TO THE PHYSICAL
CONDITION OF THE PROPERTIES OR OF ANY EVENT OR CIRCUMSTANCE WHICH MAKES ANY
REPRESENTATION OR WARRANTY BY