KNOWLEDGE, THERE ARE NO COMMON AREAS WITHIN THE REAL PROPERTIES THAT
ARE ENCUMBERED BY THE EASEMENT AGREEMENT THAT WOULD BE MAINTAINED BY AN OWNERS'
ASSOCIATION; (II) THERE ARE NO SHARED ROADS USED IN COMMON BY SELLER'S PROJECTS
AND THOSE OF THE OTHER PROPERTIES ENCUMBERED BY THE EASEMENT AGREEMENT; AND
(III) TO SELLER'S KNOWLEDGE, ENTERPRISE DRIVE IS A PUBLICLY DEDICATED ROAD, AS
REFLECTED IN PLAT BOOK 348, PAGE 64.
19.12
ADDITIONAL CONSIDERATION OWED BY SELLER TO ***
INVESTMENT COMPANY.
SELLER HAS ADVISED BUYER THAT, WHEN SELLER ACQUIRED THE
LAND UPON WHICH CERTAIN OF THE PROJECTS LOCATED IN *** WERE CONSTRUCTED (ASSETS
NOS. 202 AND 204) FROM *** INVESTMENT COMPANY (""), SELLER AGREED TO PAY TO ***
CERTAIN ADDITIONAL FUTURE CONSIDERATION FOR SUCH LAND (THE "LAND"), BASED UPON
SELLER'S DEVELOPMENT OF THE *** LAND AND THE EXTENT TO WHICH THOSE BUILDINGS
THAT SELLER CONSTRUCTS AND DEVELOPS ON THE *** LAND ARE BUILT OUT AND IMPROVED
AS OFFICE SPACE.
SELLER HAS FURTHER ADVISED BUYER THAT SUCH OBLIGATION TO PAY
ADDITIONAL CONSIDERATION TO *** IS PURELY A CONTRACTUAL OBLIGATION BETWEEN
SELLER AND ***; THE OBLIGATION DOES NOT ENCUMBER OR RUN WITH THE *** LAND; AND
THE OBLIGATION SHALL NOT BE BINDING UPON BUYER, ITS SUCCESSORS AND ASSIGNS.
THE
PARTIES ACKNOWLEDGE, HOWEVER, THAT THOSE BUILDINGS CONSTRUCTED ON THE *** LAND
ARE NOT YET ENTIRELY IMPROVED, BUILT OUT AND FINISHED; AS A RESULT, ADDITIONAL
OFFICE-BASED TENANT IMPROVEMENTS AND FINISHES MAY BE CONSTRUCTED AND INSTALLED,
BY BUYER, ON A POST-CLOSING BASIS.
BUYER HEREBY COVENANTS AND AGREES THAT BUYER
SHALL USE REASONABLE, GOOD FAITH EFFORTS TO PROMPTLY ADVISE SELLER, IN WRITING,
FROM TIME TO TIME AFTER CLOSING, WHEN AND AS BUYER COMPLETES THE INSTALLATION
AND CONSTRUCTION OF TENANT IMPROVEMENTS AND FINISHES THAT CONSTITUTE OFFICE
SPACE IN EITHER OR BOTH OF ASSETS NOS.*** .
SELLER IS AND SHALL REMAIN SOLELY
AND EXCLUSIVELY RESPONSIBLE FOR THE TIMELY PAYMENT, IN FULL, OF ANY AND ALL
ADDITIONAL CONSIDERATION OWED TO *** AS A RESULT OF, OR DUE TO, THE CONSTRUCTION
AND INSTALLATION, IN EITHER OR BOTH OF ASSETS NOS.*** , OF TENANT IMPROVEMENTS
AND BUILD OUT DESIGNED TO CREATE OFFICE SPACE ("OFFICE IMPROVEMENTS
CONSIDERATION"), WHETHER SUCH CONSTRUCTION AND INSTALLATION OF OFFICE
IMPROVEMENTS OCCURS PRIOR TO, OR SUBSEQUENT TO, CLOSING.
SELLER HEREBY
INDEMNIFIES, DEFENDS AND HOLDS BUYER, ITS MEMBERS, AND THE SUCCESSORS AND
ASSIGNS OF BUYER AND ITS MEMBERS (COLLECTIVELY, "*** INDEMNIFIED PARTIES"),
HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES (ACTUAL, BUT NOT
CONSEQUENTIAL), LOSSES, CAUSES OF ACTION, JUDGMENTS, COSTS AND EXPENSES
(INCLUDING, BUT NOT LIMITED TO, COURT COSTS AND ATTORNEYS' REASONABLE FEES)
ACTUALLY SUFFERED OR INCURRED BY ANY OR ALL OF THE *** INDEMNIFIED PARTIES AS A
DIRECT RESULT OF SELLER'S FAILURE TO TIMELY PAY TO*** , AT ANY TIME OR FROM TIME
TO TIME, ANY OR ALL OF THE OFFICE IMPROVEMENTS CONSIDERATION.
THE FOREGOING
INDEMNITY SHALL NOT APPLY WITH RESPECT TO ANY OFFICE IMPROVEMENTS CONSIDERATION
DUE AND OWING TO *** SOLELY AND DIRECTLY AS A RESULT OF, OR IN CONNECTION WITH,
IMPROVEMENTS ABOUT WHICH BUYER FAILS TO NOTIFY SELLER,