AGREEMENT.
THE
PROVISIONS OF THIS SECTION 6.5 SHALL SURVIVE THE CLOSING AND ANY TERMINATION OF
THIS AGREEMENT FOR A PERIOD OF TWO (2) YEARS.
6.5
NON-COMPETE.
FOR A PERIOD OF *** AFTER THE
CLOSING DATE, SELLER HEREBY COVENANTS AND AGREES THAT NEITHER IT, NOR ITS
AFFILIATES, SHALL SOLICIT ANY TENANTS SO AS TO INDUCE SUCH TENANTS TO LEASE
SPACE WITHIN, OR TO PURCHASE, ANY OTHER BUILDINGS OWNED BY ANY OF SELLER OR ITS
AFFILIATES.
FOR PURPOSES OF THIS SECTION 6.5, THE TERM, "AFFILIATES," SHALL
MEAN ANY PERSON OR ENTITY WHICH CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON
CONTROL WITH, SELLER.
NOTWITHSTANDING THE FOREGOING, THIS NON-COMPETE SHALL NOT
PREVENT SELLER FROM RESPONDING TO ANY TENANT WHO REQUESTS A PROPOSAL FROM SELLER
FOR THE LEASE OF SPACE IN ANOTHER BUILDING OWNED BY SELLER.
THE PROVISIONS OF
THIS SECTION 6.5 SHALL SURVIVE THE CLOSING.
SECTION 7.
REPRESENTATIONS AND
WARRANTIES.
7.1
REPRESENTATIONS.
AS OF THE EFFECTIVE DATE,
SELLER HEREBY REPRESENTS AND WARRANTS TO BUYER THAT THE FOLLOWING STATEMENTS ARE
TRUE, EXCEPT AS (A) MAY OTHERWISE BE DISCLOSED ON THE "DISCLOSURE SCHEDULE"
ATTACHED HERETO AS EXHIBIT E AND (B) EXPRESSLY SET FORTH IN ANY OF THE SELLER
DELIVERIES.
7.1.1
LEASES.
(I) SELLER HAS MADE AVAILABLE TO BUYER
TRUE, CORRECT, AND COMPLETE COPIES OF ALL OF THE LEASES AND THE GUARANTIES,
TOGETHER WITH ANY AND ALL MODIFICATIONS, AMENDMENTS AND SUPPLEMENTS TO ANY OR
ALL OF THE LEASES AND THE GUARANTIES, ALL IN ACCORDANCE WITH THE LEASE LIST,
(II) EXCEPT AS DISCLOSED ON THE LEASE LIST OR SPECIFICALLY MADE KNOWN TO BUYER,
IN WRITING, SELLER IS NOT A PARTY TO ANY AGREEMENT, OF ANY NATURE, GRANTING TO
ANY THIRD PARTY ANY POSSESSORY INTEREST, OF ANY NATURE, IN OR TO ANY PORTION OF
ANY OR ALL OF THE BUILDINGS, (III) SELLER HAS RECEIVED NO WRITTEN NOTICE FROM
TENANTS CLAIMING THAT SELLER IS CURRENTLY IN DEFAULT IN ITS OBLIGATIONS AS
LANDLORD UNDER ANY OF THE LEASES WHICH HAS NOT BEEN CURED EXCEPT AS MAY BE
DISCLOSED IN A TENANT ESTOPPEL CERTIFICATE; (IV) NO TENANT IS IN DEFAULT IN ANY
MATERIAL MONETARY OBLIGATION UNDER ITS LEASE, EXCEPT AS EXPRESSLY DISCLOSED TO
BUYER IN THE A/R REPORT, AS DEFINED BELOW, OR IN ANY OF THE SELLER'S DELIVERIES;
AND (V) SELLER HAS DELIVERED TO BUYER THAT CERTAIN ACCOUNTS RECEIVABLE REPORT,
PREPARED BY SELLER AND DATED AS OF AUGUST 15, 2005, WHICH REPORT SUMMARIZES ALL
OUTSTANDING ACCOUNTS RECEIVABLE OWED TO SELLER BY ANY AND ALL TENANTS AS OF THE
DATE THEREOF (THE "A/R REPORT").
THE A/R REPORT IS ACCURATE, TRUE AND COMPLETE
IN ALL MATERIAL RESPECTS.
PRIOR TO CLOSING, SELLER SHALL DELIVER TO BUYER AN
UPDATED A/R REPORT PREPARED NO EARLIER THAN FIVE (5) DAYS PRIOR TO CLOSING.
SELLER HEREBY COVENANTS AND AGREES WITH BUYER THAT, FROM AND AFTER THE EFFECTIVE
DATE, SELLER SHALL DELIVER TO BUYER (PROMPTLY AFTER SELLER'S TRANSMISSION TO THE
TENANT IN QUESTION) ANY AND ALL DEFAULT NOTICES THAT SELLER SENDS TO ANY AND ALL
OF THE TENANTS WITH RESPECT TO ALLEGED MONETARY AND NONMONETARY DEFAULTS UNDER
THEIR LEASES.