COORDINATE THE PERFORMANCE
OF ALL INCOMPLETE TI WORK (I) IN A MANNER REASONABLY DESIGNED TO MINIMIZE
INTERFERENCE WITH THE OCCUPANCIES AND BUSINESS OPERATIONS OF THOSE TENANTS FOR
WHOSE BENEFIT
37
INCOMPLETE TI WORK IS BEING PERFORMED, AND (II) WITH BUYER.
IF ANY OF SUCH
INCOMPLETE TI WORK IS REQUIRED TO BE PAID BY BUYER PURSUANT TO THE TERMS OF THIS
AGREEMENT, THEN SELLER SHALL SUBMIT TO BUYER, WHEN AND AS RECEIVED BY SELLER,
THE INVOICES AND BILLING STATEMENTS FOR THAT PORTION OF THE INCOMPLETE TI WORK
FOR WHICH BUYER IS RESPONSIBLE AND BUYER SHALL PROMPTLY PAY SUCH INVOICES AND
BILLS UPON RECEIPT.
THE PROVISIONS OF THIS SECTION 19.7 SHALL SURVIVE THE
CLOSING.
19.8
*** CONDEMNATION.
SELLER HAS ADVISED BUYER THAT THE PROJECT
COMMONLY KNOWN AS*** ("*** PROJECT") IS IMPROVED WITH A SINGLE BUILDING
CONTAINING APPROXIMATELY ***
RENTABLE SQUARE FEET.
CURRENTLY, THERE ARE ***
TENANTS IN THAT BUILDING, *** ("*** ") AND *** ("*** ").
*** LEASES
APPROXIMATELY ***
SQUARE FEET OF THE BUILDING AND ITS EXISTING LEASE EXPIRES
ON*** , 2005.
*** DESIRES TO RENEW ITS LEASE FOR AN ADDITIONAL TERM, PROVIDED
THAT *** IS ABLE TO LEASE THE ENTIRE BUILDING AND THAT SELLER, AS LANDLORD,
PROVIDES ALTERNATIVE REPLACEMENT PARKING FOR THE *** PARKING SPACES LOST AS A
RESULT OF THE *** CONDEMNATION, AS DESCRIBED AND DEFINED BELOW (COLLECTIVELY,
"*** 'S CONDITIONS").
SELLER HAS ADVISED BUYER THAT SELLER IS CURRENTLY
ATTEMPTING TO SATISFY *** 'S CONDITIONS AND, IN THAT REGARD, SELLER HAS REACHED
AN ORAL AGREEMENT WITH*** , PURSUANT TO WHICH *** HAS AGREED THAT SELLER MAY
RELOCATE *** TO ANOTHER BUILDING OWNED BY SELLER OR ONE OF ITS AFFILIATES; AND
SELLER HAS ENTERED INTO A CONTRACT TO ACQUIRE A VACANT PARCEL OF LAND THAT IS
COMPRISED OF APPROXIMATELY ***
ACRES AND IS CONTIGUOUS A PORTION OF THE ***
PROJECT
("PARKING PARCEL").
SELLER CONTEMPLATES THAT IT SHALL CONSTRUCT A
SURFACE PARKING LOT ON APPROXIMATELY ONE (1) ACRE OF THE PARKING PARCEL.
SELLER HAS FURTHER ADVISED BUYER THAT IN 2004, THE *** DEPARTMENT OF
TRANSPORTATION ("DOT") FILED A CONDEMNATION ACTION AGAINST SELLER AND THE ***
PROJECT PURSUANT TO WHICH DOT SOUGHT TO ACQUIRE A PORTION OF THE *** UPON WHICH
*** PARKING SPACES ARE LOCATED (THE "*** CONDEMNATION"), SELLER HAS ADVISED
BUYER THAT DOT HAS, IN FACT, ACQUIRED FEE SIMPLE TITLE TO THE PORTION OF THE ***
PROJECT THAT IT SOUGHT TO ACQUIRE THROUGH THE *** CONDEMNATION, AND IN
CONNECTION THEREWITH, DOT PAID SELLER CONSIDERATION OF*** ; HOWEVER, SELLER HAS
FILED AN ACTION AGAINST DOT SEEKING APPROXIMATELY ***
IN ADDITIONAL
COMPENSATION AND DAMAGES ("SELLER'S PENDING DOT LITIGATION").
SELLER SHALL
RETAIN ALL RIGHTS WITH RESPECT TO, AND ANY ENTITLEMENTS IN CONNECTION WITH,
SELLER'S PENDING DOT LITIGATION.
BUYER SHALL HAVE NO RIGHT, TITLE OR OBLIGATION
IN OR WITH RESPECT TO SELLER'S PENDING DOT LITIGATION.
SELLER AND BUYER HAVE AGREED TO DELAY THE CLOSING OF BUYER'S ACQUISITION OF THE
*** PROJECT SO AS TO PROVIDE SELLER WITH AN OPPORTUNITY TO SATISFY*** 'S
CONDITIONS, AND TO CONSUMMATE SELLER'S ACQUISITION OF THE PARKING PARCEL.
SELLER