BY SELLER AND ENCUMBERING
THE PROPERTY OR (2) ANY AND ALL JUDGMENTS OR MECHANIC'S OR SUPPLIER'S LIENS
ENCUMBERING THE PROPERTY ARISING FROM WORK PERFORMED OR MATERIALS FURNISHED AT
THE PROPERTY BY OR ON BEHALF OF SELLER.
IN ANY EVENT, ALL SELLER ENCUMBRANCES
MUST BE SATISFIED BY SELLER ON OR PRIOR TO THE CLOSING DATE (AS THE SAME MAY BE
EXTENDED AS SET FORTH BELOW) OR, IF NOT SO SATISFIED, SHALL BE SATISFIED AT
CLOSING OUT OF THE PROCEEDS OTHERWISE PAYABLE TO SELLER.
(C)
IF, DESPITE REASONABLE EFFORTS CONSISTENT
WITH THE FOREGOING PROVISIONS OF THIS SECTION 4.2, SELLER IS UNABLE TO CURE ANY
ENCUMBRANCE WHICH ARISES AFTER THE DATE OF THIS AGREEMENT, OTHER THAN A
PERMITTED EXCEPTION, IN EACH CASE PRIOR TO THE SCHEDULED CLOSING DATE, AND SUCH
TITLE OR SURVEY OBJECTION OR ENCUMBRANCE CAN REASONABLY BE CURED WITHIN THIRTY
(30) DAYS OF THE SCHEDULED CLOSING DATE WITH REASONABLE EFFORTS CONSISTENT WITH
THE FOREGOING PROVISIONS OF THIS SECTION 4.2 (I.E. LIMIT ON EXPENDITURES OF
TWENTY THOUSAND DOLLARS ($20,000.00) AND NO OBLIGATION TO BRING SUIT, ETC.),
SELLER SHALL HAVE THE RIGHT TO EXTEND THE CLOSING DATE FOR A PERIOD OF UP TO
THIRTY (30) DAYS EXERCISABLE BY WRITTEN NOTICE TO THE PURCHASER RECEIVED BY
PURCHASER BY 5:00 P.M. ON THE LAST BUSINESS DAY PRIOR TO THE CLOSING DATE (AN
"EXTENSION NOTICE") IN ORDER TO PROVIDE ADDITIONAL TIME FOR SUCH CURE.
UPON
EXERCISE OF ANY SUCH EXTENSION RIGHT, THE TERM "CLOSING DATE" AS USED HEREIN
SHALL MEAN THE DATE SET FORTH IN SUCH EXTENSION NOTICE.
DURING SUCH EXTENDED
PERIOD, SELLER SHALL CONTINUE TO USE COMMERCIALLY REASONABLE EFFORTS CONSISTENT
WITH THE FOREGOING PROVISIONS OF THIS SECTION 4.2 TO CURE SUCH MATTERS.
(D)
SELLER AGREES THAT AFTER THE DATE HEREOF
THROUGH THE CLOSING OR TERMINATION OF THIS AGREEMENT, SELLER SHALL NOT SOLICIT
OFFERS FROM OTHER PARTIES FOR THE PURCHASE OF THE PROPERTY OR ANY INTEREST
THEREIN.
3
5.
Inspection; Property Contracts.
5.1
Access.
(A)
PURCHASER ACKNOWLEDGES THAT IT, OR ITS DULY
AUTHORIZED AGENTS OR REPRESENTATIVES, HAVE RECEIVED (I) COPIES OF ALL APPLICABLE
BOOKS AND FINANCIAL RECORDS RELATING TO THE PROPERTY AND THE OPERATION AND
MAINTENANCE THEREOF, AND (II) THE ITEMS LISTED ON EXHIBIT 5.1, IN EACH CASE TO
THE EXTENT CURRENTLY WITHIN SELLER'S POSSESSION OR CONTROL OR AVAILABLE TO
SELLER AFTER REASONABLE INQUIRY OR EFFORT (COLLECTIVELY, THE "INSPECTION
RECORDS").
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONTENT OR
ACCURACY OF ANY INSPECTION RECORDS.
(B)
IN THE EVENT THE CLOSING DOES NOT OCCUR FOR
ANY REASON, PURCHASER SHALL RETURN TO SELLER ALL INSPECTION RECORDS AND ANY AND
ALL OTHER MATERIALS AND INFORMATION WITH RESPECT TO THE PROPERTY PROVIDED TO
PURCHASER BY SELLER OR ITS AGENTS, INCLUDING ANY PHOTOCOPIES THEREOF.
IN ANY
EVENT, PURCHASER SHALL:
(I) MAINTAIN THE CONFIDENTIALITY OF THE RESULTS OF ITS
INVESTIGATION AND ALL MATERIALS DELIVERED BY SELLER; (II) DISCLOSE SUCH
MATERIALS ONLY TO ITS EMPLOYEES, AGENTS, PROSPECTIVE INVESTORS, PARTNERS,
LENDERS, ATTORNEYS, CONSULTANTS AND ADVISORS WHO NEED OR DEEM IT USEFUL TO
REVIEW SUCH MATERIALS IN CONNECTION WITH THE CLOSING CONTEMPLATED