(D)
PUNCHLIST ESCROW.
THE PUNCHLIST ESCROW
AGREEMENT, EXECUTED BY BUYER.
(E)
POST-CLOSING ESCROW.
THE POST-CLOSING
DELIVERABLES ESCROW AGREEMENT, EXECUTED BY BUYER.
(F)
OTHER DOCUMENTS.
SUCH OTHER DOCUMENTS AS
MAY BE REASONABLY REQUIRED BY THE TITLE COMPANY OR MAY BE AGREED UPON BY SELLER
AND BUYER TO CONSUMMATE THE TRANSACTION.
(G)
CLOSING STATEMENT.
THE CLOSING STATEMENT,
EXECUTED BY BUYER.
The Purchase Price and Carrying Costs, if any, shall be paid in accordance with
the terms of Section 9.2 hereof and the items to be delivered by Buyer in
accordance with the terms of Subsections (b) through (g) of this Section 9.4
shall be delivered to Escrow Agent no later than 5:00 p.m. Eastern Time on the
business day prior to the Closing Date.
ARTICLE 10 - CONDITIONS PRECEDENT TO CLOSING
10.1
Conditions to Seller's Obligations.
Seller's
obligation to close the Transaction is conditioned on all of the following, any
or all of which may be waived by Seller by an express written waiver, at its
sole option:
(A)
REPRESENTATIONS TRUE.
SUBJECT TO THE
PROVISIONS OF SECTION 11.3(A), ALL REPRESENTATIONS AND WARRANTIES MADE BY BUYER
IN THIS AGREEMENT, AS THE SAME MAY BE AMENDED AS PROVIDED IN SECTION 11.3(A),
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE CLOSING
DATE, AS IF MADE ON AND AS OF SUCH DATE EXCEPT TO THE EXTENT THEY EXPRESSLY
RELATE TO AN EARLIER DATE;
(B)
BUYER'S FINANCIAL CONDITION.
NO PETITION
HAS BEEN FILED BY OR AGAINST BUYER UNDER THE FEDERAL BANKRUPTCY CODE OR ANY
SIMILAR STATE OR FEDERAL LAW IN EFFECT AS OF THE CLOSING; AND
(C)
BUYER'S DELIVERIES COMPLETE.
BUYER SHALL
HAVE DELIVERED THE FUNDS REQUIRED HEREUNDER AND ALL OF THE DOCUMENTS TO BE
EXECUTED BY BUYER SET FORTH IN SECTION 9.4 AND SHALL HAVE PERFORMED ALL OTHER
COVENANTS, UNDERTAKINGS AND OBLIGATIONS, AND COMPLIED WITH ALL CONDITIONS
REQUIRED BY THIS AGREEMENT, TO BE PERFORMED OR COMPLIED WITH BY BUYER AT OR
PRIOR TO THE CLOSING.
10.2
Conditions to Buyer's Obligations.
Buyer's
obligation to close the Transaction is subject to satisfaction or waiver of each
of the conditions set forth in Section 10.2 (the "Conditions Precedent").
26
(A)
COMPLETION OF CONSTRUCTION.
THE SHELL
BUILDING IMPROVEMENTS SHALL BE SUBSTANTIALLY COMPLETED AND THE OTHER COMPLETION
REQUIREMENTS SHALL HAVE BEEN SATISFIED OR PERFORMED BY SELLER.
(B)
CASUALTY.
THERE SHALL NOT EXIST ANY
CASUALTY OR DAMAGE TO THE SHELL BUILDING IMPROVEMENTS THAT HAS NOT BEEN REPAIRED
PRIOR TO THE CLOSING.
(C)
PERMITS.
THERE SHALL HAVE BEEN ISSUED BY
ALL GOVERNMENTAL AUTHORITIES ALL PERMITS.
ALL PERMITS SHALL BE IN FULL FORCE
AND EFFECT WITHOUT THE PRESENCE OR EXISTENCE OF ANY UNSATISFIED CONDITIONS OR
REQUIREMENTS WITH RESPECT THERETO.
(D)
NO CHANGE IN PHYSICAL CONDITION.
THERE
SHALL HAVE BEEN NO RELEASE OF HAZARDOUS MATERIALS ON THE REAL PROPERTY OR THE
SHELL BUILDING IMPROVEMENTS THAT HAS NOT BEEN REMEDIATED IN ACCORDANCE WITH AND
AS REQUIRED BY APPLICABLE LAW.
(E)
REPRESENTATIONS TRUE.
SUBJECT TO THE
PROVISIONS OF SECTION 11.3(B), ALL REPRESENTATIONS AND WARRANTIES MADE BY SELLER
IN THIS AGREEMENT,