TO BUYER; OR
(III)
AN INTEREST-BEARING ACCOUNT OF A BANKING INSTITUTION ACCEPTABLE
TO BUYER.
No investment of the Deposit shall have a maturity date beyond the Closing Date
(as defined in Section 6.1).
2.3
INTEREST ON THE DEPOSIT.
ANY INTEREST EARNED ON THE DEPOSIT SHALL
BE CREDITED AND DELIVERED TO THE PARTY RECEIVING THE DEPOSIT, EXCEPT HOWEVER, IF
THE TRANSACTION CLOSES, AT CLOSING ANY INTEREST EARNED ON THE DEPOSIT PRIOR TO
ITS DELIVERY TO SELLER SHALL BE CREDITED TO BUYER.
ARTICLE III
CONDITIONS TO THE PARTIES' OBLIGATIONS
3.1
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE.
BUYER'S OBLIGATION
TO PURCHASE IS EXPRESSLY CONDITIONED UPON EACH OF THE FOLLOWING:
3.1.1
PERFORMANCE BY SELLER.
PERFORMANCE IN ALL MATERIAL RESPECTS OF THE
OBLIGATIONS AND COVENANTS OF, AND DELIVERIES REQUIRED OF, SELLER HEREUNDER.
3.1.2
DELIVERY OF TITLE AND POSSESSION.
DELIVERY AT THE CLOSING OF
(I) THE DEED (AS DEFINED IN SECTION 4.2.1), (II) THE ASSIGNMENT OF GROUND LEASE
AND DEVELOPMENT AGREEMENT (AS DEFINED IN SECTION 4.1.4) AND (III) POSSESSION AS
PROVIDED IN SECTION 15.1.
3.1.3
TITLE INSURANCE.
DELIVERY AT THE CLOSING OF A STANDARD 1992 FORM
OF AMERICAN LAND TITLE ASSOCIATION OWNER'S POLICY OF TITLE INSURANCE, INCLUDING
EXTENDED COVERAGE (OR A SIGNED MARKED BINDER THEREOF) (THE "TITLE POLICY") WITH
LIABILITY IN THE AMOUNT OF THE PURCHASE PRICE ISSUED BY COMMONWEALTH LAND TITLE
INSURANCE COMPANY (THE "TITLE COMPANY"), INSURING THAT FEE TITLE TO THE AIR
RIGHTS PARCEL AND LEASEHOLD TITLE TO THE REAL PROPERTY VESTS IN BUYER SUBJECT TO
THE PERMITTED ENCUMBRANCES (AS DEFINED IN SECTION 4.2.1). AT
3
ITS OPTION, BUYER MAY DIRECT THE TITLE COMPANY TO ISSUE ADDITIONAL TITLE
INSURANCE ENDORSEMENTS, IF BUYER PAYS FOR THE EXTRA COST OF SUCH ADDITIONAL
ENDORSEMENTS, PROVIDED THAT THE TITLE COMPANY'S FAILURE TO ISSUE ANY SUCH
ADDITIONAL ENDORSEMENTS SHALL NOT AFFECT BUYER'S OBLIGATIONS UNDER THIS
AGREEMENT.
3.1.4
TENANT ESTOPPELS.
RECEIPT BY BUYER OF ESTOPPEL CERTIFICATES, DATED
NOT EARLIER THAN 30 DAYS PRIOR TO THE CLOSING DATE, FROM (I) RSUI, (II) FISHER &
PHILLIPS, (III) EPSTEIN, BECKER & GREEN, (IV) SPENCER STUART AND (V) MILLIMAN
USA (COLLECTIVELY, THE "MAJOR TENANTS") AND FROM ENOUGH OF THE REMAINING TENANTS
UNDER THE LEASES SO THAT THE ESTOPPEL CERTIFICATES RECEIVED BY BUYER COVER IN
THE AGGREGATE AT LEAST 80% OF THE NET LEASED SQUARE FOOTAGE OF THE
IMPROVEMENTS.
SUCH ESTOPPEL CERTIFICATES ARE TO BE IN THE FORM OF EXHIBIT C OR
SUCH OTHER FORM AS IS SPECIFIED IN THE APPLICABLE LEASE, WITHOUT ANY MATERIAL
CHANGES, EXCEPTIONS OR QUALIFICATIONS, PROVIDED THAT ANY ESTOPPEL CERTIFICATE
SHALL BE ACCEPTED AS LONG AS IT (I) DOES NOT INDICATE THE CONTINUING EXISTENCE
OF AN ACTUAL MATERIAL DEFAULT OF SELLER AS LANDLORD UNDER THE APPLICABLE LEASE
(II) CONFIRMS THE RENT AND ANY OTHER MONTHLY PAYMENTS UNDER THE APPLICABLE
LEASE, AND (III) DOES NOT INDICATE ANY CONFLICT WITH OR CONTAINS INFORMATION
CONTRADICTORY TO THE TERMS AND CONDITIONS OF THE APPLICABLE LEASE (OTHER THAN
MINOR TECHNICAL OR DE MINIMIS CONFLICTS OR CONTRADICTIONS).
SELLER SHALL HAVE
THE OPTION TO PROVIDE ITS OWN ESTOPPEL CERTIFICATE FOR TENANTS (OTHER THAN THE
MAJOR TENANTS) LEASING