OF
SELLER INCURRED IN CONNECTION WITH THE PREPARATION OF THIS AGREEMENT AND
SELLER'S PERFORMANCE HEREUNDER, AND THE OTHER DAMAGES, GENERAL AND SPECIAL,
WHICH PURCHASER AND SELLER REALIZE AND RECOGNIZE SELLER WILL SUSTAIN BUT WHICH
SELLER CANNOT AT THIS TIME CALCULATE WITH ABSOLUTE CERTAINTY.
BASED ON ALL
THOSE CONSIDERATIONS, PURCHASER AND SELLER HAVE AGREED THAT THE DAMAGE TO SELLER
IN SUCH EVENT WOULD REASONABLY BE EXPECTED TO BE EQUAL TO THE SUM OF THE EARNEST
MONEY.
ACCORDINGLY, IF PURCHASER FAILS TO CONSUMMATE THE PURCHASE OF THE
PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THEN SELLER SHALL HAVE
THE RIGHT, AS ITS SOLE AND EXCLUSIVE REMEDY, TO RETAIN THE EARNEST MONEY AS FULL
AND COMPLETE LIQUIDATED DAMAGES.
7.3
POST-CLOSING REMEDIES.
AFTER CLOSING, SELLER AND PURCHASER SHALL,
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, HAVE SUCH RIGHTS AND
REMEDIES AS ARE AVAILABLE AT LAW OR IN EQUITY, EXCEPT THAT NEITHER SELLER NOR
PURCHASER SHALL BE ENTITLED TO RECOVER FROM THE OTHER CONSEQUENTIAL OR SPECIAL
DAMAGES.
11
8.
CONDITIONS PRECEDENT.
8.1
INTENTIONALLY DELETED.
8.2
ESTOPPEL CERTIFICATES.
AS A CONDITION PRECEDENT TO PURCHASER'S
OBLIGATION TO CLOSE HEREUNDER, PURCHASER SHALL HAVE RECEIVED NO LATER THAN THREE
(3) BUSINESS DAYS PRIOR TO THE CLOSING DATE (THE "ESTOPPEL RETURN DATE")
ESTOPPEL CERTIFICATES DATED NO MORE THAN FORTY-FIVE (45) DAYS PRIOR TO THE
ORIGINALLY SCHEDULED CLOSING DATE (THE "ESTOPPEL CERTIFICATES") FROM (I) EACH OF
DOCUCORP, PIEDMONT HEALTHCARE, BT AMERICAS, MANN BRACKEN AND PROJECT TIME & COST
(THE "MAJOR TENANTS") AND (II) TENANTS OCCUPYING NOT LESS THAN SEVENTY-FIVE
PERCENT (75%) OF THE RENTABLE SPACE ACTUALLY LEASED AS OF THE EFFECTIVE DATE
PURSUANT TO VALID AND EXISTING LEASES (INCLUSIVE OF THE MAJOR TENANTS AND
EXCLUDING LICENSE AGREEMENTS) (COLLECTIVELY, THE "REQUIRED TENANTS") (THE
ESTOPPEL CERTIFICATES TO BE DELIVERED ARE COLLECTIVELY REFERRED TO AS THE
"REQUIRED ESTOPPEL CERTIFICATES"). PRIOR TO DISTRIBUTING THE ESTOPPEL
CERTIFICATES TO THE TENANTS, SELLER SHALL SUBMIT SUCH ESTOPPEL CERTIFICATES TO
PURCHASER SOLELY FOR PURCHASER'S REVIEW OF THE ACCURACY OF THE INFORMATION
INSERTED BY SELLER INTO SUCH ESTOPPEL CERTIFICATES. IF PURCHASER FAILS TO
COMMENT ON ANY OF THE INFORMATION INSERTED INTO THE ESTOPPELS CERTIFICATES PRIOR
TO THE DATE THAT IS THREE (3) BUSINESS DAYS AFTER RECEIPT BY PURCHASER OF SUCH
ESTOPPEL CERTIFICATES, THEN PURCHASER SHALL BE DEEMED TO HAVE NO COMMENTS TO
SUCH ESTOPPEL CERTIFICATES AND SELLER SHALL DISTRIBUTE SUCH ESTOPPEL
CERTIFICATES TO THE TENANTS FOR EXECUTION. THE ESTOPPEL CERTIFICATES DELIVERED
TO THE TENANTS FOR EXECUTION SHALL BE IN THE FORM OF EXHIBIT L ATTACHED HERETO
(THE "FORM TENANT ESTOPPEL CERTIFICATE").
THE ESTOPPEL CERTIFICATES EXECUTED BY
TENANTS SHALL BE IN SUBSTANTIALLY THE FORM OF THE FORM TENANT ESTOPPEL
CERTIFICATE OR SUCH OTHER FORM AS IS REASONABLY APPROVED BY PURCHASER; PROVIDED,
HOWEVER, THAT AN ESTOPPEL CERTIFICATE EXECUTED BY A TENANT SHALL NOT BE DEEMED
AN UNACCEPTABLE ESTOPPEL CERTIFICATE FOR PURPOSES OF THIS SECTION 8.2 IF IT (A)
CONTAINS THE QUALIFICATION BY THE TENANT OF ANY STATEMENT AS BEING TO ITS
KNOWLEDGE OR AS BEING SUBJECT TO ANY SIMILAR QUALIFICATION, OR (B) DOES NOT
CONTAIN ANY MORE