FOR, ANY AND ALL PRESENT OR FUTURE CLAIMS AGAINST SUCH COMPANY, FOR INDEMNITY OR
OTHERWISE, SIGNED BY EACH OFFICER AND MANAGER OF 109 WAGON WHEEL, TO BE
EFFECTIVE AS OF THE CLOSING DATE.
(O)
AT THE REQUEST AND OPTION OF PURCHASER, EVIDENCE OF THE
TERMINATION OF ANY PROPERTY MANAGEMENT AGREEMENTS AFFECTING THE PROPERTY.
(P)
UCC-3 TERMINATION STATEMENTS WITH RESPECT TO ANY RECORDED LIENS
WITH RESPECT TO THE WAGON WHEEL MEMBERSHIP INTEREST AND ANY OF THE ASSETS OF THE
PROJECT OWNER OR 109 WAGON WHEEL.
(Q)
A CERTIFICATE EXECUTED BY SELLER LISTING THE CONTRACTS.
(R)
SUCH OTHER INSTRUMENTS AND DOCUMENTS AS ARE REASONABLY REQUESTED
BY PURCHASER TO CARRY OUT AND EFFECT THE PURPOSE AND INTENT OF THIS AGREEMENT.
1.6
Closing Deliveries of Purchaser.
In addition to the Purchase Price, at the Closing, Purchaser shall deliver to
Seller the following, which shall be in a form reasonably satisfactory to
Seller:
(A)
THE PURCHASER CLOSING CERTIFICATE.
(B)
SUCH OTHER INSTRUMENTS AND DOCUMENTS AS ARE REASONABLY REQUESTED
BY SELLER TO CARRY OUT AND EFFECT THE PURPOSE AND INTENT OF THIS AGREEMENT.
1.7
ACTIONS OF THE PARTIES PENDING CLOSING.
(A)
REASONABLE BEST EFFORTS.
EACH OF THE PARTIES WILL USE THEIR
REASONABLE BEST EFFORTS TO OBTAIN ALL NECESSARY CONSENTS AND APPROVALS AND TO
CAUSE THE CONDITIONS TO THE OBLIGATIONS OF THE PARTIES HEREUNDER TO BE SATISFIED
AND, UPON EXERCISE OF THE PURCHASE OPTION OR THE PUT OPTION,
7
TO CAUSE THE CLOSING TO BE CONSUMMATED AS PROMPTLY AS PRACTICABLE, AND WILL
COOPERATE WITH ONE ANOTHER IN CONNECTION WITH THE FOREGOING.
(B)
CONDUCT OF BUSINESS.
THE SELLER SHALL, AT ITS EXPENSE (TAKING
INTO ACCOUNT THE USE BY THE PROJECT OWNER OF THE PROCEEDS OF THE CONSTRUCTION
LOAN TO FUND SUCH CONSTRUCTION), CAUSE THE PROJECT OWNER TO CONSTRUCT THE
PROJECT ON THE LAND, IN SUBSTANTIAL ACCORDANCE WITH THE PLANS AND IN ACCORDANCE
WITH THE REQUIREMENTS OF THE MEZZANINE LOANS.
FROM THE EXECUTION OF THIS
AGREEMENT UNTIL THE CLOSING, SELLER WILL CAUSE THE PROJECT OWNER AND 109 WAGON
WHEEL TO OPERATE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH THE PRUDENT
CONSTRUCTION AND OPERATION OF THE PROJECT AND IN ACCORDANCE THE REQUIREMENTS OF
THE MEZZANINE LOANS. WITHOUT LIMITATION, NEITHER THE PROJECT OWNER NOR 109 WAGON
WHEEL SHALL TAKE ANY ACTION, OR FAIL TO TAKE ANY ACTION, AS A RESULT OF WHICH
ANY OF THE CHANGES OR EVENTS LISTED IN SECTION 2.15(A) (CHANGES) WOULD OCCUR.
SELLER SHALL MAINTAIN AND PRESERVE THE PROJECT OWNER AND 109 WAGON WHEEL, AND
THEIR RESPECTIVE BUSINESS, FRANCHISES AND AUTHORIZATIONS, AND USE COMMERCIALLY
REASONABLE EFFORTS TO MAINTAIN AND PRESERVE THEIR RESPECTIVE PROSPECTS, GOODWILL
AND ADVANTAGEOUS BUSINESS RELATIONSHIPS.
SELLER WILL CAUSE PROJECT OWNER TO (I)
MAINTAIN AND OPERATE THE PROPERTY IN ACCORDANCE WITH TRAMMELL CROW RESIDENTIAL'S
CUSTOMARY MANNER, REASONABLE WEAR AND TEAR AND DAMAGE FROM CASUALTY EXCEPTED,
(II) CONTINUE ALL INSURANCE POLICIES RELATIVE TO THE PROPERTY (OR IF SUCH
INSURANCE IS CANCELED OR EXPIRES, COMPARABLE INSURANCE CONSISTENT WITH SIMILAR
PROJECTS IN THE CLARK COUNTY METROPOLITAN AREA) IN FULL FORCE AND EFFECT, (III)
AFTER THE COMPLETION DATE