TO ANY
CASUALTY INSURANCE POLICIES OR CONDEMNATION AWARDS RELATING TO THE PREMISES IN
QUESTION.
IN THE EVENT THAT PROJECT OWNER ELECTS TO PERFORM REPAIRS UPON THE
PROJECT, PROJECT OWNER SHALL USE REASONABLE EFFORTS TO COMPLETE SUCH REPAIRS
PROMPTLY AND THE DATE OF CLOSING SHALL BE EXTENDED A REASONABLE TIME (BUT IN NO
EVENT MORE THAN THIRTY (30) DAYS UNLESS SUCH REPAIRS ARE NOT CAPABLE OF BEING
COMPLETED WITHIN THIRTY DAYS AND TRANSFERORS ARE CAUSING PROJECT OWNER TO
DILIGENTLY PURSUE THE COMPLETION OF SUCH REPAIRS, IN WHICH CASE THE TIME SHALL
BE EXTENDED UP TO ONE HUNDRED EIGHTY (180) DAYS) IN ORDER TO ALLOW FOR THE
COMPLETION OF SUCH REPAIRS.
(C)
IN THE EVENT OF A "MAJOR" LOSS OR DAMAGE, BH INVESTOR MAY
TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO TRANSFERORS.
IF BH INVESTOR DOES
NOT SEND WRITTEN NOTICE TO TRANSFERORS THAT BH INVESTOR HAS ELECTED TO PROCEED
WITH CLOSING WITHIN TEN (10) DAYS AFTER TRANSFERORS SEND BH INVESTOR WRITTEN
NOTICE OF THE OCCURRENCE OF MAJOR LOSS OR DAMAGE, THEN BH INVESTOR SHALL BE
DEEMED TO HAVE ELECTED TO TERMINATE THIS AGREEMENT.
IF BH INVESTOR SENDS NOTICE
TO TRANSFERORS WITHIN SUCH TEN (10) DAY PERIOD THAT BH INVESTOR DESIRES TO
PROCEED WITH CLOSING, THIS AGREEMENT SHALL REMAIN IN EFFECT, PROVIDED THAT
TRANSFERORS SHALL
11
ASSIGN TO TRANSFEREE AT CLOSING ALL OF TRANSFEROR'S RIGHT, TITLE AND INTEREST TO
ANY RESULTING INSURANCE PROCEEDS (INCLUDING ANY RENT LOSS INSURANCE APPLICABLE
TO ANY PERIOD ON OR AFTER THE CLOSING DUE TRANSFERORS AS A RESULT OF SUCH MAJOR
LOSS OR DAMAGE.
UPON CLOSING, FULL RISK OF LOSS WITH RESPECT TO THE PROJECT
SHALL PASS TO TRANSFEREE AND TRANSFEREE SHALL RECEIVE A CREDIT AT CLOSING FOR
ANY DEDUCTIBLE AMOUNT UNDER SUCH INSURANCE POLICIES.
FOR PURPOSES OF THIS
SECTIONS 1.10, "MAJOR" LOSS OR DAMAGE REFERS TO THE FOLLOWING:
(I) LOSS OR
DAMAGE TO THE PROJECT OR ANY PORTION THEREOF SUCH THAT THE COST OF REPAIRING OR
RESTORING THE PREMISES IN QUESTION TO A CONDITION SUBSTANTIALLY IDENTICAL TO
THAT OF THE PREMISES IN QUESTION PRIOR TO THE EVENT OF DAMAGE WOULD BE, IN THE
CERTIFIED OPINION OF A MUTUALLY ACCEPTABLE ARCHITECT, EQUAL TO OR GREATER THAN
FIVE HUNDRED THOUSAND DOLLARS ($500,000.00), AND (II) ANY LOSS DUE TO A
CONDEMNATION THAT ADVERSELY IMPACTS THE USE OR OPERATION OF THE PROJECT OR THAT
INVOLVES MORE THAN A DE MINIMIS AMOUNT OF THE LAND.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF TRANSFERORS
Transferors hereby represent and warrant on their own behalf and on behalf of
Project Owner, to BH Investor.
2.1
EXISTENCE; GOOD STANDING.
(A)
EACH TRANSFEROR IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF ITS STATE OF ORGANIZATION, AND HAS THE REQUISITE
POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS CONDUCTED SINCE THE DATE OF ITS
FORMATION.
(B)
PROJECT OWNER IS A TEXAS LIMITED PARTNERSHIP DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS STATE OF
ORGANIZATION, AND HAS THE REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS
AS CONDUCTED