THE SELLER SHALL HAVE DELIVERED TO
PURCHASER THE TITLE POLICIES DATED THE CLOSING DATE WITH EXTENDED COVERAGE
GUARANTEEING OVER THE STANDARD EXCEPTIONS TO TITLE CUSTOMARILY CONTAINED IN SUCH
POLICIES, SURVEY EXCEPTIONS, PARTIES IN POSSESSION EXCEPTION, AND MECHANIC'S AND
MATERIALMAN'S LIEN EXCEPTIONS, ISSUED BY THE TITLE INSURANCE COMPANY WHICH
ISSUED SUCH COMMITMENTS INSURING, AS OF THE CLOSING DATE, THE FEE SIMPLE OR
OTHER APPLICABLE ESTATE OF THE PURCHASER IN THE PROPERTIES IN THE AMOUNT SET
FORTH IN SCHEDULE 6.01, SUBJECT ONLY TO THE PERMITTED REAL ESTATE EXCEPTIONS.
32
9.09
ESTOPPEL CERTIFICATES.
SELLER SHALL HAVE DELIVERED TO PURCHASER AN
ESTOPPEL CERTIFICATE EXECUTED BY THE LESSOR WITH RESPECT TO EACH PROPERTY THAT
IS NOT A REAL PROPERTY CERTIFYING THAT THE LEASE WITH RESPECT TO SUCH PROPERTY
IS IN FULL FORCE AND EFFECT, THAT THE LESSEE THEREUNDER IS NOT IN DEFAULT UNDER
SUCH LEASE, AND SUCH OTHER STATEMENTS AS PURCHASER MAY REASONABLY REQUEST.
Purchaser shall have the right to waive any of the foregoing conditions
precedent, except for the condition set forth in Section 9.06 hereof.
ARTICLE X
CONDITIONS TO CLOSING APPLICABLE TO SELLER
The obligations of Seller hereunder (including the obligation of Seller to close
the transactions herein contemplated) are subject to the following conditions
precedent:
10.01
NO TERMINATION.
NEITHER PURCHASER NOR SELLER SHALL HAVE TERMINATED
THIS AGREEMENT PURSUANT TO SECTION 11.01 HEREOF.
10.02
BRING-DOWN OF PURCHASER WARRANTIES.
ALL WARRANTIES AND
REPRESENTATIONS MADE BY PURCHASER HEREIN TO THE SELLER SHALL HAVE BEEN TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON THE DATE HEREOF AND SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS (EXCEPT THAT, IN EACH SUCH CASE,
REPRESENTATIONS AND WARRANTIES CONTAINING A MATERIALITY STANDARD SHALL HAVE BEEN
AND SHALL BE TRUE AND CORRECT WITHIN THE MATERIALITY STANDARD SET FORTH THEREIN)
ON AND AS OF THE CLOSING DATE WITH THE SAME EFFECT AS IF SUCH WARRANTIES AND
REPRESENTATIONS HAD BEEN MADE ON AND AS OF THE CLOSING DATE, AND PURCHASER SHALL
HAVE PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS (EXCEPT FOR THE PAYMENT OF
MONEY WHICH SHALL BE ABSOLUTE) WITH ALL AGREEMENTS, COVENANTS AND CONDITIONS ON
ITS PART REQUIRED TO BE PERFORMED OR COMPLIED WITH ON OR PRIOR TO THE CLOSING
DATE, AND AT THE CLOSING, SELLER SHALL HAVE RECEIVED A CERTIFICATE EXECUTED BY
THE PRESIDENT OR ANY VICE PRESIDENT OF PURCHASER TO THE FOREGOING EFFECT.
10.03
PENDING ACTIONS.
NO INVESTIGATION, ACTION, SUIT OR PROCEEDING BY
ANY GOVERNMENTAL AUTHORITY AND NO ACTION, SUIT OR PROCEEDING BY ANY OTHER PERSON
SHALL BE PENDING ON THE CLOSING DATE WHICH CHALLENGES THIS AGREEMENT AND SEEKS
TO MODIFY, PROHIBIT OR ENJOIN THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
10.04
CONSENTS AND APPROVALS.
ALL SELLER GOVERNMENTAL APPROVALS AND
PURCHASER GOVERNMENTAL APPROVALS AND OTHER CONSENTS, APPROVALS OR AUTHORIZATIONS
OF OTHER PERSONS SET FORTH IN SCHEDULE 10.04 SHALL HAVE BEEN OBTAINED; PROVIDED,
HOWEVER, THAT IF SELLER'S BREACH OF ITS OBLIGATIONS HEREUNDER CAUSED THE FAILURE
TO OBTAIN ANY SUCH CONSENT, APPROVAL, OR AUTHORIZATION SELLER SHALL BE DEEMED TO
HAVE WAIVED THIS CONDITION TO THE EXTENT OF SUCH FAILURE.
10.05