CLOSING DATE FOR A PERIOD OF UP TO FOURTEEN (14) DAYS TO ALLOW THE SELLER
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MORE TIME TO OBTAIN ADDITIONAL ESTOPPEL CERTIFICATES, OR (III) TERMINATE THIS
AGREEMENT BY GIVING WRITTEN NOTICE THEREOF TO SELLER, WITH A COPY TO ESCROW
AGENT, BY 5:00 P.M. ON THE CLOSING DATE, WHEREUPON THIS AGREEMENT SHALL
AUTOMATICALLY TERMINATE AND THE DEPOSIT SHALL BE RETURNED TO PURCHASER, AND
SELLER AND PURCHASER SHALL HAVE NO FURTHER OBLIGATIONS OR LIABILITIES TO EACH
OTHER UNDER THIS AGREEMENT EXCEPT AS OTHERWISE PROVIDED HEREIN. IF PURCHASER
ELECTS TO EXTEND THE CLOSING DATE PURSUANT TO CLAUSE (II) OF THE PRECEDING
SENTENCE AND PURCHASER STILL HAS NOT RECEIVED ACCEPTABLE (OR DEEMED ACCEPTABLE)
TENANT ESTOPPEL CERTIFICATES AS PROVIDED HEREIN ON OR BEFORE THE EXPIRATION OF
THE FOURTEEN (14) DAY EXTENSION PERIOD, THEN PURCHASER MAY ELECT ONE OF THE
OPTIONS SET FORTH IN CLAUSES (I) AND (III) OF THE PRECEDING SENTENCE.
4.6.6
PURCHASER'S RECEIPT, BY THE ESTOPPEL RETURN DATE, OF AN ESTOPPEL LETTER
SUBSTANTIALLY IN THE FORM OF EXHIBIT 4.6.6 FROM CHICAGO UNION STATION COMPANY,
CUSCO AND NATIONAL RAILROAD PASSENGER COMPANY (COLLECTIVELY THE "STATION REAL
ESTATE OWNER") REGARDING THE STATUS OF AND COMPLIANCE WITH THAT CERTAIN 2001
EASEMENT AND OPERATING AGREEMENT AND RELATED EASEMENTS (THE "AIR RIGHTS
AGREEMENT") BETWEEN THE STATION REAL ESTATE OWNER AND RIVERSIDE LLC. WITHIN
THREE (3) BUSINESS DAYS OF THE EFFECTIVE DATE, SELLER SHALL PROMPTLY THEREAFTER
SUBMIT SUCH ESTOPPEL LETTER TO THE STATION REAL ESTATE OWNER AND THEREAFTER USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AN EXECUTED ESTOPPEL LETTER FROM THE
STATION REAL ESTATE OWNER BY THE ESTOPPEL RETURN DATE.
4.7
CONDITIONS PRECEDENT TO OBLIGATION OF SELLER.
THE OBLIGATION OF SELLER TO CONSUMMATE THE TRANSACTION HEREUNDER SHALL BE
SUBJECT TO THE FULFILLMENT ON OR BEFORE THE DATE OF CLOSING OF ALL OF THE
FOLLOWING CONDITIONS. IF THE FOLLOWING CONDITIONS ARE NOT SATISFIED ON OR BEFORE
THE DATE OF CLOSING, SUBJECT TO ANY EXTENSION RIGHT CONTAINED HEREIN, THEN
SELLER MAY EITHER:
(I) ELECT TO TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO
PURCHASER, IN WHICH EVENT THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND PARTIES
HERETO SHALL HAVE NO FURTHER OBLIGATIONS HEREUNDER, EXCEPT FOR THOSE WHICH BY
THEIR TERMS SURVIVE THE TERMINATION OF THIS AGREEMENT, (II) PURSUE ITS REMEDIES
PROVIDED FOR IN ARTICLE 7 HEREOF OR (III) WAIVE ANY OF THE FOLLOWING CONDITIONS
WITHOUT ADJUSTMENT TO THE PURCHASE PRICE:
4.7.1
SELLER SHALL HAVE RECEIVED THE PURCHASE PRICE AS ADJUSTED, PURSUANT TO,
AND PAYABLE IN THE MANNER PROVIDED FOR, IN THIS AGREEMENT.
4.7.2
PURCHASER SHALL HAVE DELIVERED TO SELLER ALL OF THE ITEMS REQUIRED TO
BE DELIVERED TO SELLER PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING, BUT
NOT LIMITED TO, THOSE PROVIDED FOR IN SECTION 4.3 HEREOF.
4.7.3
ALL OF THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED IN
THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE
OF CLOSING.
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4.7.4
PURCHASER SHALL HAVE PERFORMED AND OBSERVED, IN ALL
MATERIAL RESPECTS, ALL COVENANTS AND AGREEMENTS OF THIS AGREEMENT TO BE
PERFORMED AND OBSERVED BY PURCHASER