10.2 HEREOF, (I) THE SELLERS SHALL HAVE RECEIVED THE
CONSENTS AND DELIVERED COPIES THEREOF TO THE PURCHASER AND (II) THE PURCHASER
SHALL HAVE RECEIVED ALL OF THE APPLICABLE FINANCING ASSIGNMENT AND ASSUMPTION
DOCUMENTS, EXECUTED BY HANCOCK AND THE APPLICABLE SELLERS.
(K)
SUBJECT TO THE PURCHASER PROVIDING ALL DOCUMENTS AND PAYMENTS
REQUIRED TO BE DELIVERED OR PAID BY THE PURCHASER IN ORDER FOR THE TITLE COMPANY
TO ISSUE THE TITLE POLICIES, THE TITLE COMPANY SHALL BE PREPARED AND IRREVOCABLY
AND UNCONDITIONALLY COMMITTED TO ISSUE TO THE PURCHASER, PURSUANT TO AND IN
ACCORDANCE WITH THE TITLE COMMITMENTS AND THE PRO FORMA ENDORSEMENTS DESCRIBED
ON EXHIBIT PP (AND RESOLVING EACH OF THE IDENTIFIED TITLE/SURVEY
36
ISSUES IN THE MANNER SET FORTH ON EXHIBIT PP), A 2006 ALTA FORM OF EXTENDED
COVERAGE OWNER'S POLICY OF TITLE INSURANCE, WITH AN EFFECTIVE DATE NOT EARLIER
THAN THE CLOSING DATE (WITH APPROPRIATE GAP PROTECTION THROUGH THE APPLICABLE
DATES OF RECORDATION OF THE DEEDS), INSURING GOOD, MARKETABLE, INSURABLE TITLE
TO EACH PROPERTY IN THE PURCHASER OR ITS ASSIGNEE IN THE AMOUNT OF THE
APPLICABLE ALLOCATED VALUE, SUBJECT ONLY TO THE PERMITTED EXCEPTIONS (EACH, A
"TITLE POLICY"), WITH (I) SUCH CO-INSURANCE OR REINSURANCE (TOGETHER WITH
AGREEMENTS IN A FORM AND CONTENT SATISFACTORY TO THE PURCHASER PROVIDING THE
PURCHASER WITH THE RIGHT OF "DIRECT ACCESS" AGAINST THE REINSURANCE) AS THE
PURCHASER DETERMINES IN ITS REASONABLE DISCRETION, (II) SO-CALLED SAME
LAND/SURVEY ENDORSEMENTS REFERENCING THE PURCHASER'S SURVEYS (PROVIDED, THAT,
THE PURCHASER DELIVERS THE PURCHASER'S SURVEYS, CERTIFIED TO THE TITLE COMPANY,
TO THE TITLE COMPANY BY JULY 20, 2007) AND (III) WITH RESPECT TO THE TITLE
POLICY RELATING TO THE HANOVER PROPERTY, TO THE EXTENT THAT THE HANOVER WORK HAS
BEEN COMMENCED, WITH THE ADDITIONAL HANOVER EASEMENT BEING INSURED AS AN
APPURTENANT ENCUMBRANCE.
(L)
NO GOVERNMENTAL AUTHORITY SHALL HAVE ISSUED ANY NOTICE ALLEGING
ANY VIOLATION OF ANY LEGAL REQUIREMENT, IN ANY MATERIAL RESPECT, BY ANY PROPERTY
(SPECIFICALLY, EXCLUDING, HOWEVER, ANY NOTICES THAT MAY HAVE BEEN ISSUED
ALLEGING ANY VIOLATION OF ANY LEGAL REQUIREMENT BY ANY TENANT IN CONNECTION WITH
THE OPERATION OF ITS BUSINESS) WHICH HAS NOT BEEN CORRECTED TO THE SATISFACTION
OF THE ISSUER OF THE NOTICE.
(M)
THE TEDESCHI REALTY CONTRACTS SHALL HAVE BEEN TERMINATED.
(N)
NO MORE THAN ONE MAJOR LEASE SHALL HAVE BEEN TERMINATED AND THE
MAJOR TENANTS SHALL NOT HAVE VACATED, ABANDONED OR CEASED OPERATING (OR
OTHERWISE "GONE DARK" IN) THE PREMISES DEMISED UNDER TWO (2) OR MORE OF THE
MAJOR LEASES.
(O)
ON THE CLOSING DATE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN
WITH RESPECT TO THE ORLEANS PROPERTY, NONE OF THE PRIMARY PROPERTIES SHALL HAVE
BEEN REJECTED AS A CONSEQUENCE OF ANY CASUALTY OR CONDEMNATION PURSUANT TO AND
IN ACCORDANCE WITH THE TERMS OF ARTICLE 6 OR TREATED AS A REJECTED PROPERTY
PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF SECTION 10.3; PROVIDED, HOWEVER,
THAT, NOTWITHSTANDING THE FOREGOING, THE ORLEANS PROPERTY MAY BE REJECTED
PURSUANT TO AND IN ACCORDANCE WITH THE TERMS OF SECTION 3.4(S).
(P)
THE TITLE AND SURVEY OBJECTIONS SET FORTH ON EXHIBIT