THE SELLER CURE ITEMS AS THE ONLY ITEMS IN THE TITLE/SURVEY OBJECTION LETTER
THAT WILL BE CURED, AND WAIVING ALL OTHER MATTERS SET FORTH IN THE TITLE/SURVEY
OBJECTION, OR (B) TERMINATING THIS AGREEMENT, AND IN THE EVENT OF SUCH
TERMINATION (I) NEITHER PURCHASER NOR SELLER SHALL HAVE ANY FURTHER RIGHTS OR
OBLIGATIONS HEREUNDER OTHER THAN THOSE RIGHTS AND OBLIGATIONS THAT EXPRESSLY
SURVIVE SUCH TERMINATION AND (II) THE LEASE SHALL REMAIN IN FULL FORCE AND
EFFECT. ALL OF THOSE ITEMS SHOWN IN THE TITLE COMMITMENT AND SURVEY, OTHER THAN
THE SELLER CURE ITEMS, SHALL BE DEEMED TO BE APPROVED BY PURCHASER AND ARE
"PERMITTED ENCUMBRANCES" AS PROVIDED IN SECTION 3.4 HEREOF.
3.3.
CONTRACTS. SELLER HAS HERETOFORE FURNISHED TO PURCHASER:
3.3.1.
ALL CONTRACTS AND AGREEMENTS RELATING TO THE OPERATION OR
MAINTENANCE OF THE PROPERTY EXECUTED BY SELLER THE TERMS OF WHICH EXTEND BEYOND
MIDNIGHT OF THE DAY PRECEDING THE CLOSING DATE WHICH ARE IDENTIFIED ON EXHIBIT
3.3.1 ATTACHED HERETO (COLLECTIVELY, THE "SERVICE CONTRACTS"). ON OR BEFORE THE
CLOSING DATE, PURCHASER SHALL NOTIFY SELLER IN WRITING IF PURCHASER ELECTS NOT
TO ASSUME AT CLOSING ANY OF THE SERVICE, MAINTENANCE, SUPPLY OR OTHER CONTRACTS
RELATING TO THE OPERATION OF THE. SELLER SHALL GIVE NOTICE OF TERMINATION OF
SUCH DISAPPROVED CONTRACT(S).
3.3.2.
ALL ENGINEER'S, DESIGNER'S, MANUFACTURER'S AND BUILDER'S GUARANTIES
AND WARRANTIES RELATING TO THE LAND, IMPROVEMENTS OR PERSONAL PROPERTY WHICH ARE
IDENTIFIED ON EXHIBIT 3.3.2 (THE "WARRANTIES). TO THE EXTENT THAT ANY OF THE
WARRANTIES ARE NOT TRANSFERABLE TO
7
PURCHASER, AND AT NO COST OR EXPENSE TO SELLER AND AT PURCHASER'S COST AND
EXPENSE, SELLER COVENANTS TO ASSIST PURCHASER IN THE ENFORCEMENT OF ALL SUCH
WARRANTIES, WHICH SHALL SURVIVE THE CLOSING AS A SURVIVING OBLIGATION DEFINED IN
SECTION 12.16 BELOW .
3.4.
PERMITTED ENCUMBRANCES. PURCHASER SHALL BE DEEMED TO HAVE APPROVED
AND TO HAVE AGREED TO PURCHASE THE PROPERTY SUBJECT TO THE FOLLOWING:
3.4.1.
ALL EXCEPTIONS TO TITLE SHOWN IN THE TITLE COMMITMENT OR MATTERS
SHOWN ON THE SURVEY WHICH PURCHASER HAS APPROVED OR IS DEEMED TO HAVE APPROVED
PURSUANT TO SECTION 3.2 HEREOF;
3.4.2.
ALL CONTRACTS WHICH PURCHASER HAS APPROVED OR IS DEEMED TO HAVE
APPROVED PURSUANT TO SECTIONS 3.3 AND 5.3 HEREOF; AND
3.4.3.
THE LIEN OF NON-DELINQUENT REAL AND PERSONAL PROPERTY TAXES AND
ASSESSMENTS.
All of the foregoing are referred to herein collectively as "Permitted
Encumbrances."
3.5.
DELIVERY OF TITLE POLICY AT CLOSING. AS A CONDITION TO PURCHASER'S
OBLIGATION TO CLOSE, THE TITLE COMPANY SHALL DELIVER TO PURCHASER AT CLOSING AN
ALTA OWNER'S POLICY OF TITLE INSURANCE (THE "TITLE POLICY") ISSUED BY THE TITLE
COMPANY AS OF THE DATE AND TIME OF THE RECORDING OF THE DEED, IN THE AMOUNT OF
THE PURCHASE PRICE, INSURING PURCHASER AS OWNER OF INDEFEASIBLE FEE SIMPLE TITLE
TO THE PROPERTY, AND SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES. SELLER SHALL
EXECUTE AT CLOSING SELLER'S STANDARD OWNER'S AFFIDAVIT TO FACILITATE THE
ISSUANCE OF THE TITLE POLICY (BUT NOT ADDITIONAL MATTERS REQUIRED FOR ANY
ENDORSEMENTS REQUIRED BY PURCHASER). THE TITLE POLICY MAY BE DELIVERED AFTER THE
CLOSING IF