SAID CONTINGENCIES WITHIN THE TIME PROVIDED THEREFOR SHALL BE
DEEMED BUYER'S DISAPPROVAL OF SUCH CONTINGENCIES, THEN THIS AGREEMENT SHALL
TERMINATE, AND THE DEPOSIT SHALL BE RETURNED TO BUYER; AND NEITHER PARTY SHALL
HAVE ANY FURTHER OBLIGATIONS UNDER THIS AGREEMENT EXCEPT FOR THOSE WHICH
EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.
IF BUYER PROVIDES A
CONTINUATION NOTICE, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT, AND
THE PARTIES SHALL PROCEED TO CLOSE OF ESCROW.
9.
BROKERS.
9.1
EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS NOT EMPLOYED ANY
BROKERS OR FINDERS IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT.
9.2
SELLER SHALL INDEMNIFY, SAVE, DEFEND AND HOLD BUYER FREE AND
HARMLESS FROM AND AGAINST ANY AND ALL OBLIGATIONS OR LIABILITIES TO PAY ANY REAL
ESTATE BROKER'S COMMISSION, FINDER'S FEE, OR OTHER COMPENSATION TO ANY PERSON,
FIRM OR ENTITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PROPERTY
WHICH RESULTS FROM ANY ACT OR AGREEMENT OF SELLER.
BUYER SHALL INDEMNIFY, SAVE,
DEFEND AND HOLD SELLER FREE AND HARMLESS FROM AND AGAINST ANY AND ALL
OBLIGATIONS OR LIABILITIES TO PAY ANY REAL ESTATE BROKER'S COMMISSION, FINDER'S
FEE, OR OTHER
9
compensation to any person, firm or entity arising from or in connection with
this Agreement or the Property which results from any act or agreement of
Buyer.
The obligations set forth in this Section 9.2 shall survive the
termination of this Agreement.
10.
ADDITIONAL COVENANTS.
10.1
POSSESSION.
SELLER SHALL DELIVER POSSESSION OF THE PROPERTY TO BUYER
AT THE CLOSE OF ESCROW FREE OF ALL RIGHTS OF ANY PARTY WITH RESPECT TO
POSSESSION, USE OR OCCUPANCY OF THE PROPERTY OTHER THAN THE PERMITTED
ENCUMBRANCES.
10.2
ESTOPPEL CERTIFICATES.
FOLLOWING THE CONTINGENCY DATE, SELLER SHALL
USE GOOD FAITH EFFORTS TO CAUSE THE TENANTS UNDER THE EXISTING LEASES TO EXECUTE
AND DELIVER TO BUYER AN ESTOPPEL CERTIFICATE IN THE FORM ATTACHED HERETO AS
EXHIBIT "E" OR SUCH OTHER FORM AS IS REQUIRED BY THE APPLICABLE EXISTING LEASE
(THE "ESTOPPEL CERTIFICATES") NOT LESS THAN TWO (2) DAYS BEFORE THE CLOSING DATE
(THE "ESTOPPEL DELIVERY DEADLINE").
IF SELLER IS UNABLE TO TIMELY DELIVERY TO
BUYER THE ESTOPPEL CERTIFICATES ON OR BEFORE THE CLOSING DATE, SELLER MAY, BUT
SHALL NOT BE OBLIGATED TO: (A) PROVIDE AN ESTOPPEL CERTIFICATE SIGNED BY SELLER
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT "E" OR SUCH OTHER FORM AS
MAY BE ALLOWED UNDER THE APPLICABLE EXISTING LEASE ("SELLER ESTOPPEL") IN LIEU
OF THAT TO BE PROVIDED BY A PARTICULAR TENANT; PROVIDED, HOWEVER, THAT ANY
REPRESENATIONS AND WARRANTIES CONTAINED IN SELLER ESTOPPELS WOULD BE SUBJECT TO
THE SAME RESTRICTIONS, QUALIFICATIONS, AND LIMITATIONS APPLICABLE TO SIMILAR
REPRESENTATIONS AND WARRANTIES IN SECTION 6.4 OF THIS AGREEMENT.
IF AT ANY TIME
SELLER OBTAINS AND DELIVERS TO PURCHASER ANY ESTOPPEL CERTIFICATE FROM A TENANT
FOR WHICH SELLER PROVIDED A SELLER ESTOPPEL, ANY RELATED SELLER ESTOPPEL SHALL
BE OF NO FURTHER FORCE OR EFFECT.
IF SELLER IS UNABLE, DESPITE ITS GOOD FAITH
EFFORTS, TO DELIVER THE ESTOPPEL CERTIFICATES, SELLER SHALL NOT BE IN DEFAULT,
BUT