THE PARTIES HERETO SHALL HAVE NO FURTHER
RIGHTS, LIABILITIES OR OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT SUCH RIGHTS,
LIABILITIES AND OBLIGATIONS THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS
AGREEMENT.
(L)
LEASES AND OPERATION OF PROPERTIES.
THE PURCHASER ACKNOWLEDGES
AND AGREES, THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, BUT,
WITHOUT LIMITING THE SELLERS' EXPRESS REPRESENTATIONS AND WARRANTIES OR ANY OF
THE SELLERS' OBLIGATIONS SET FORTH ELSEWHERE IN THIS AGREEMENT AND EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN SECTION 3.1(N), IT SHALL NOT BE A CONDITION
PRECEDENT TO THE PURCHASER'S OBLIGATION TO CONSUMMATE THE CLOSING THAT (I) NO
LEASE SHALL HAVE BEEN TERMINATED, (II) NO TENANT SHALL HAVE VACATED, ABANDONED
OR CEASED OPERATING (OR OTHERWISE "GONE DARK" IN) THE PREMISES DEMISED UNDER ITS
LEASE, (III) NO DEFAULT BY ANY TENANT SHALL HAVE OCCURRED UNDER ANY OF THE LEASE
DOCUMENTS WITH RESPECT TO ANY EVENT, CIRCUMSTANCE OR A CHANGE IN THE STATE OF
FACTS FIRST ARISING AFTER THE EFFECTIVE DATE OR OF WHICH THE SELLERS FIRST
ACQUIRE KNOWLEDGE AFTER THE EFFECTIVE DATE OR (IV) NO BANKRUPTCY, INSOLVENCY,
REARRANGEMENT OR SIMILAR ACTIONS SHALL HAVE BEEN COMMENCED, VOLUNTARILY OR
INVOLUNTARILY, BY OR AGAINST ANY OTHER TENANT.
(M)
PROPERTY MANAGEMENT.
THE TEDESCHI REALTY CONTRACTS SHALL BE
TERMINATED AS OF THE CLOSING DATE (IT BEING ACKNOWLEDGED AND AGREED THAT IN NO
EVENT SHALL THE PURCHASER ASSUME OR BE BOUND BY ANY OBLIGATIONS THEREUNDER).
(N)
UMBRELLA GUARANTOR.
THE SELLERS ACKNOWLEDGE AND AGREE THAT FROM
AND AFTER THE CLOSING DATE UNTIL THE EXPIRATION DATE, THE UMBRELLA GUARANTOR
SHALL MAINTAIN A NET WORTH (AND LIQUID CURRENT ASSETS IN CASH OR CASH
EQUIVALENTS) OF NOT LESS THAN THE RETENTION AMOUNT THEN IN EFFECT.
AT THE
UMBRELLA GUARANTOR'S OPTION, THE UMBRELLA GUARANTOR MAY ASSIGN ITS OBLIGATIONS
UNDER THE UMBRELLA GUARANTY, PURSUANT TO AN ASSIGNMENT AND ASSUMPTION AGREEMENT
(WHICH AGREEMENT SHALL BE SUBJECT TO THE PRIOR APPROVAL OF THE PURCHASER, WHICH
APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED) TO AN
ENTITY (THE "SINGLE PURPOSE GUARANTOR") THAT IS (I) OWNED AND CONTROLLED,
DIRECTLY OR INDIRECTLY, BY THE BENEFICIAL OWNERS OF TEDESCHI REALTY AND (II)
FORMED FOR THE SOLE PURPOSE OF, AND FOR AS LONG AS THE UMBRELLA
50
GUARANTY REMAINS IN EFFECT SHALL BE ENGAGED IN NO BUSINESS OTHER THAN,
PERFORMING THE OBLIGATIONS UNDER THE UMBRELLA GUARANTY.
(O)
CONNECTICUT TRANSFER ACT.
THE SELLERS AND THE PURCHASER
ACKNOWLEDGE THAT THE MERIDEN PROPERTY IS DEEMED TO BE AN "ESTABLISHMENT"
PURSUANT TO THE PROVISIONS OF THE CONNECTICUT TRANSFER ACT AND THAT A
CONNECTICUT TRANSFER ACT FILING WILL NEED TO BE MADE IN CONNECTION WITH THE
CONVEYANCE OF THE MERIDEN PROPERTY.
MONTOWESE INDUSTRIAL PARK, INC. (THE "PRIOR
MERIDEN OWNER"), THE FORMER OWNER OF THE MERIDEN PROPERTY AND AN AFFILIATE OF
STOP & SHOP, WAS THE CERTIFYING PARTY ON THE PRIOR FORM III, CONNECTICUT
TRANSFER ACT FILING THAT WAS MADE WITH THE CONNECTICUT DEP WHEN MERIDEN REALTY
ACQUIRED THE MERIDEN PROPERTY DUE TO THE HAZARDOUS MATERIALS THAT WERE THEN
PRESENT ON AND/OR UNDER THE MERIDEN PROPERTY.
MERIDEN REALTY WILL REQUEST THAT
THE PRIOR MERIDEN OWNER OR