(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 SELLERS UNDER THIS AGREEMENT MATERIALLY UNTRUE OR MISLEADING, OR ANY
COVENANT OF SELLERS UNDER THIS AGREEMENT INCAPABLE OR MATERIALLY LESS LIKELY TO
BE CAPABLE OF BEING PERFORMED.
SECTION 15.4.
DEEMED CONSENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, IF BUYER'S
CONSENT IS REQUIRED UNDER THIS ARTICLE XV, TIME BEING OF THE ESSENCE, AND BUYER
DOES NOT OBJECT IN WRITING (STATING ITS SPECIFIC OBJECTIONS) WITHIN FIVE
(5) BUSINESS DAYS AFTER BUYER'S RECEIPT OF WRITTEN REQUEST FOR SUCH CONSENT,
THEN BUYER WILL BE DEEMED TO HAVE GIVEN SUCH CONSENT AND WILL CONFIRM SUCH,
CONSENT IN WRITING UPON DEMAND.
48
SECTION 15.5.
NO TERMINATION. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, BUYER SHALL NOT BE ENTITLED TO TERMINATE THIS AGREEMENT AND
SELLERS SHALL NOT BE LIABLE TO BUYER, AND BUYER SHALL NOT RECEIVE A REDUCTION
IN, OR A CREDIT AGAINST, THE PURCHASE PRICE, IN THE EVENT ANY TENANT VACATES ITS
PREMISES, DEFAULTS UNDER ITS LEASE IN ANY RESPECT, OR IF ANY TENANT TERMINATES
ITS LEASE IN ACCORDANCE WITH RIGHTS GRANTED TENANT UNDER THE TERMS OF ITS LEASE,
PRIOR TO THE CLOSING DATE, UNLESS AS THE RESULT OF A DEFAULT BY ANY SELLER
BEYOND APPLICABLE NOTICE AND CURE PERIODS SET FORTH IN THE LEASE.
SECTION 15.6.
CONTINUED OPERATION BY SELLERS. SELLERS, AT THEIR COST, SUBJECT
TO SECTION 15.1, WILL, SO LONG AS THE OTHER PARTY THERETO IS NOT IN DEFAULT
THEREUNDER, CONTINUE TO PERFORM AND OBSERVE IN ALL MATERIAL RESPECTS ALL OF THE
COVENANTS AND CONDITIONS REQUIRED TO BE PERFORMED BY SELLERS IN THE SAME MANNER
AS PRESENTLY PERFORMED AND OBSERVED BY SELLERS UNDER (A) THE LEASES, (B) SERVICE
CONTRACTS, (C) THE PERMITTED ENCUMBRANCES, (D) ANY NOTE, INDENTURE, MORTGAGE OR
DEED OF TRUST AFFECTING THE PROPERTIES, AND (E) ANY PERMITS; PROVIDED, HOWEVER,
THAT THE FOREGOING AGREEMENT SHALL NOT LIMIT SELLERS' RIGHTS TO TERMINATE ANY OF
THE FOREGOING AGREEMENTS TO THE EXTENT OTHERWISE PERMITTED HEREUNDER.
ARTICLE XVI.
CASUALTY AND CONDEMNATION
SECTION 16.1.
CONDEMNATION. IF, PRIOR TO THE CLOSING DATE, ALL OR ANY PORTION
OF ONE OR MORE INDIVIDUAL PROPERTIES OTHER THAN A MATERIAL TAKING OF A PORTION
OF AN INDIVIDUAL PROPERTY IS TAKEN BY EMINENT DOMAIN (OR IS THE SUBJECT OF A
PENDING TAKING WHICH HAS NOT YET BEEN CONSUMMATED), THE SELLER OF SUCH
INDIVIDUAL PROPERTY SHALL NOTIFY BUYER OF SUCH FACT PROMPTLY AFTER OBTAINING
KNOWLEDGE THEREOF. IN SUCH EVENT,