EXTENT THAT THE
FAILURE TO BE SO TRUE AND CORRECT WOULD NOT HAVE A COMPANY MATERIAL ADVERSE
EFFECT.
(B)
PERFORMANCE.
SELLER SHALL HAVE PERFORMED AND COMPLIED IN ALL
MATERIAL RESPECTS WITH ALL AGREEMENTS AND COVENANTS REQUIRED BY THIS AGREEMENT
TO BE SO PERFORMED OR COMPLIED WITH BY SELLER AT OR PRIOR TO THE CLOSING.
(C)
DELIVERIES.
BUYER SHALL HAVE RECEIVED THE DELIVERIES CONTEMPLATED
BY ARTICLE VII.
(D)
STATUS OF TITLE.
(I)
THE COMPANY SHALL OWN ONE HUNDRED PERCENT OF THE EQUITY IN EACH
PROPERTY OWNER AND EACH PROPERTY OWNER SHALL OWN THE ENTIRE FEE SIMPLE ESTATE IN
AND TO THE RESPECTIVE PROPERTY OWNED BY SUCH PROPERTY OWNER.
ADDITIONALLY,
EITHER THE SELLER SHALL HAVE DELIVERED THE FOLLOWING TO THE TITLE COMPANY OR THE
TITLE COMPANY SHALL HAVE WAIVED THE REQUIREMENT THAT ANY ITEM NOT SO DELIVERED
BE PROVIDED IN ORDER TO ISSUE TITLE INSURANCE COVERAGE TO BUYER (THE "TITLE
INSURANCE POLICY"); PROVIDED SUCH WAIVER RESULTS IN NO INCREASED COST TO BUYER:
30
(A)
THE TITLE AFFIDAVIT (AS HEREINAFTER DEFINED);
(B)
A COPY OF THE CERTIFICATE OF FORMATION, CERTIFICATE OF GOOD
STANDING AND LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE SELLER; AND
(C)
A COPY OF THE SECRETARY'S CERTIFICATE OF SLG CONFIRMING THAT THE
CONTEMPLATED TRANSACTIONS HAVE BEEN DULY AUTHORIZED ON BEHALF OF SLG AND ITS
AFFILIATES PURSUANT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE
SELLER AND AN INCUMBENCY CERTIFICATE OF SLG CERTIFYING THAT SUCH OFFICER HAS THE
AUTHORITY TO EXECUTE SUCH SECRETARY'S CERTIFICATE.
(II)
IF, PRIOR TO THE CLOSING DATE, ANY REVISION OR UPDATE OF ANY
PRELIMINARY TITLE COMMITMENT OR SURVEY DISCLOSES EXCEPTIONS TO TITLE OTHER THAN
PERMITTED ENCUMBRANCES (THE FOREGOING, COLLECTIVELY, THE "TITLE OBJECTIONS"),
BUYER SHALL SO NOTIFY SELLER ("BUYER OBJECTION NOTICE") (X) ON OR BEFORE THE
FIFTH (5TH) BUSINESS DAY AFTER RECEIPT OF SAME IF RECEIVED BY BUYER ON OR BEFORE
THE FIFTH (5TH) BUSINESS DAY BEFORE THE CLOSING, (Y) ON OR BEFORE ONE
(1) BUSINESS DAY AFTER RECEIPT OF SAME BY BUYER IF RECEIVED LESS THAN FIVE
(5) BUSINESS DAYS BEFORE THE CLOSING DATE (BUT PRIOR TO THE CLOSING DATE) OR
(Z) ON THE CLOSING DATE IF BUYER BECOMES AWARE OF SAME ON THE CLOSING DATE (SUCH
DATES, THE "OBJECTION CUT-OFF DATE"), TIME BEING OF THE ESSENCE, AND SELLER
SHALL HAVE UNTIL THE CLOSING DATE (AND MAY ADJOURN THE CLOSING FOR SUCH
REASONABLE PERIODS NOT TO EXCEED NINETY (90) DAYS IN THE AGGREGATE) TO HAVE EACH
SUCH TITLE OBJECTION CLEARED IN ACCORDANCE WITH SECTION 6.3(D)(III), HEREOF (A
"REMEDY"); PROVIDED, HOWEVER, NOTHING HEREIN SHALL REQUIRE SELLER TO BRING ANY
ACTION OR PROCEEDING OR TAKE ANY ACTION OR OTHERWISE INCUR ANY COSTS OR EXPENSES
IN ORDER TO REMOVE ANY TITLE OBJECTION (EXCEPT THAT SELLER SHALL BE OBLIGATED TO
REMOVE ANY AND ALL LIENS VOLUNTARILY PLACED BY SELLER AGAINST THE PROPERTY AFTER
THE DATE OF THE PRELIMINARY TITLE COMMITMENT ("MANDATORY TITLE MATTERS")).
SELLER AGREES TO NOTIFY BUYER WITHIN TEN (10) BUSINESS DAYS OF SELLER'S RECEIPT
OF BUYER'S OBJECTION NOTICE (BUT IN NO EVENT LATER THAN THE DATE THAT