SHALL NOT HAVE ANY RIGHT TO TERMINATE THIS AGREEMENT AS A
RESULT OF ANY TITLE EXAMINATIONS, SURVEYS, ENVIRONMENTAL ASSESSMENTS, BUILDING
VALUATIONS, FINANCIAL ANALYSES OR OTHER INVESTIGATIONS WITH RESPECT TO THE
PROPERTY.
SECTION 4.
CONDITIONS TO THE PURCHASER'S OBLIGATION
TO CLOSE.
The obligation of the Purchaser to acquire the Property shall be subject to the
satisfaction of the following conditions precedent on and as of the Closing
Date:
4.1.
CLOSING DOCUMENTS.
THE SELLER SHALL HAVE DELIVERED, OR CAUSE TO
HAVE BEEN DELIVERED, TO THE PURCHASER THE FOLLOWING:
(A)
A GOOD AND SUFFICIENT DEED IN THE FORM ATTACHED AS SCHEDULE C HERETO,
WITH RESPECT TO THE PROPERTY, IN PROPER STATUTORY FORM FOR RECORDING, DULY
EXECUTED AND ACKNOWLEDGED BY THE SELLER, CONVEYING TITLE TO THE PROPERTY, FREE
FROM ALL LIENS AND ENCUMBRANCES OTHER THAN THE PERMITTED EXCEPTIONS;
(B)
AN ASSIGNMENT BY THE SELLER AND AN ASSUMPTION BY THE PURCHASER, IN FORM
AND SUBSTANCE REASONABLY SATISFACTORY TO THE SELLER AND THE PURCHASER, DULY
EXECUTED AND ACKNOWLEDGED BY THE SELLER AND THE PURCHASER, OF ALL OF THE
SELLER'S RIGHT, TITLE
5
AND INTEREST IN, TO AND UNDER THE LEASES AND ALL OF THE SELLER'S RIGHT, TITLE
AND INTEREST, IF ANY, IN, TO AND UNDER ALL TRANSFERABLE LICENSES, CONTRACTS,
PERMITS AND AGREEMENTS AFFECTING THE PROPERTY;
(C)
A BILL OF SALE BY THE SELLER, WITHOUT WARRANTY OF ANY KIND, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE SELLER AND THE PURCHASER, WITH RESPECT
TO ANY PERSONAL PROPERTY OWNED BY THE SELLER, SITUATED AT THE PROPERTY AND USED
EXCLUSIVELY BY THE SELLER IN CONNECTION WITH THE PROPERTY (IT BEING UNDERSTOOD
AND AGREED THAT NO PORTION OF THE PURCHASE PRICE IS ALLOCATED TO PERSONAL
PROPERTY);
(D)
TO THE EXTENT THE SAME ARE IN THE SELLER'S POSSESSION, ORIGINAL, FULLY
EXECUTED COPIES OF ALL MATERIAL DOCUMENTS AND AGREEMENTS, PLANS AND
SPECIFICATIONS AND CONTRACTS, LICENSES AND PERMITS PERTAINING TO THE PROPERTY;
(E)
TO THE EXTENT THE SAME ARE IN THE SELLER'S POSSESSION, DULY EXECUTED
ORIGINAL COPIES OF THE LEASES;
(F)
A CLOSING STATEMENT SHOWING THE PURCHASE PRICE, APPORTIONMENTS AND
FEES, AND COSTS AND EXPENSES PAID IN CONNECTION WITH THE CLOSING; AND
(G)
SUCH OTHER CONVEYANCE DOCUMENTS, CERTIFICATES, DEEDS AND OTHER
INSTRUMENTS AS THE PURCHASER, THE SELLER OR THE TITLE COMPANY MAY REASONABLY
REQUIRE AND AS ARE CUSTOMARY IN LIKE TRANSACTIONS IN SALES OF PROPERTY IN
SIMILAR TRANSACTIONS.
4.2.
FINANCING.
THE PURCHASER SHALL HAVE, IN ADDITION TO FUNDS
AVAILABLE TO THE PURCHASER ON DATE OF THIS AGREEMENT, SECURED SUFFICIENT
ADDITIONAL FUNDS, WHETHER BY MEANS OF CAPITAL MARKET TRANSACTIONS, BANK
FINANCINGS OR OTHERWISE, TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
4.3.
TITLE POLICY.
THE TITLE COMPANY SHALL BE PREPARED TO ISSUE, UPON
PAYMENT OF THE TITLE PREMIUM AT ITS REGULAR RATES, A TITLE POLICY IN THE AMOUNT
OF THE PURCHASE PRICE, INSURING TITLE TO THE PROPERTY IS VESTED IN THE PURCHASER
OR ITS DESIGNEE OR ASSIGNEE, SUBJECT ONLY TO THE PERMITTED EXCEPTIONS, WITH SUCH
ENDORSEMENTS AS SHALL BE REASONABLY REQUIRED BY THE PURCHASER.
4.4.
ENVIRONMENTAL RELIANCE LETTERS.
THE PURCHASER SHALL HAVE RECEIVED
A RELIANCE