WITH SECTION 28.2 ABOVE, THE PARTIES WILL PROMPTLY ENTER INTO A
PURCHASE AND SALE AGREEMENT DOCUMENTING THE TERMS AND CONDITIONS OF THE SALE OF
THE PREMISES AS EXPRESSED IN LANDLORD'S ROFR NOTICE AND SHALL PROCEED TO A
CLOSING OF THE SALE IN ACCORDANCE WITH SECTION 28.5 BELOW.
TENANT SHALL PAY, BY
WIRE TRANSFER, THE DEPOSIT REQUIRED UNDER SUCH PURCHASE AND SALE AGREEMENT,
WHICH SHALL BE HELD BY A NATIONAL TITLE COMPANY DESIGNATED BY LANDLORD.
TENANT
AGREES THAT SUCH PURCHASE AND SALE AGREEMENT MAY PROVIDE FOR, AMONG OTHER
THINGS, AN "AS IS" TRANSACTION AND FOR AN ALL-CASH WITH NO FINANCING CONTINGENCY
TRANSACTION.
IF, HOWEVER, TENANT FAILS OR DECLINES TO EXERCISE TENANT'S ROFR IN
ACCORDANCE WITH SECTION 28.2 ABOVE, TENANT'S ROFR WITH RESPECT TO THE PREMISES
SHALL AUTOMATICALLY TERMINATE, AND LANDLORD SHALL HAVE THE RIGHT TO SELL THE
PREMISES TO A THIRD PARTY THAT FIRST PRESENTED THE UNSOLICITED WRITTEN OFFER, OR
TO ANOTHER THIRD PARTY, AS LONG AS THE TERMS AND CONDITIONS OF SUCH SALE ARE NOT
MATERIALLY MORE FAVORABLE TO THE THIRD-PARTY PURCHASER THAN THOSE SPECIFIED IN
LANDLORD'S ROFR NOTICE.
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28.4
TERMINATION OF TENANT'S ROFR UPON SALE TO A THIRD PARTY.
SUBJECT
TO THE PROVISIONS OF SECTION 28.3 ABOVE, IF THE PREMISES SHALL BE SOLD BY
LANDLORD TO A THIRD PARTY AFTER TENANT HAS FAILED TO EXERCISE TENANT'S ROFR IN
RESPONSE TO LANDLORD'S ROFR NOTICE WITH RESPECT TO SUCH SALE, THE THIRD-PARTY
PURCHASER SHALL TAKE THE PREMISES FROM LANDLORD UNENCUMBERED BY TENANT'S ROFR
AND TENANT'S ROFO, AND TENANT'S ROFR AND TENANT'S ROFO SHALL TERMINATE IN ALL
RESPECTS.
28.5
CLOSING.
THE PREMISES SHALL BE SOLD TO TENANT ON THE TERMS SET
FORTH IN LANDLORD'S ROFR NOTICE.
AT THE CLOSING OF THE SALE, LANDLORD SHALL
EXECUTE A SPECIAL WARRANTY DEED CONVEYING TITLE TO THE PREMISES TO TENANT
SUBJECT ONLY TO THE PERMITTED EXCEPTIONS, ANY STANDARD PRINTED EXCEPTIONS SHOWN
IN A STANDARD TLTA FORM OF OWNER'S POLICY OF TITLE INSURANCE AND ALL OTHER
MATTERS OF RECORD THAT WERE NOT CAUSED BY LANDLORD OR ANY LANDLORD-RELATED
PARTY.
LANDLORD SHALL COMPLY WITH ALL REASONABLE REQUIREMENTS SET FORTH ON
SCHEDULE C OF THE TITLE COMMITMENT NECESSARY FOR ISSUANCE OF SUCH OWNER'S TITLE
POLICY AND SHALL EXECUTE SUCH OTHER DOCUMENTS AS ARE CUSTOMARY FOR A SELLER TO
EXECUTE AT SIMILAR CLOSINGS, INCLUDING SETTLEMENT STATEMENTS, LIEN AFFIDAVITS,
AND CERTIFICATES OF NON-FOREIGN STATUS.
LANDLORD SHALL ASSIGN AT CLOSING ALL
DEPOSITS APPURTENANT TO THE PREMISES AND ANY SPACE LEASES, AND TENANT SHALL
ASSUME ALL OBLIGATIONS ARISING THEREUNDER FOLLOWING THE CLOSING DATE.
TENANT
SHALL ALSO EXECUTE SUCH CLOSING DOCUMENTS AS ARE CUSTOMARY FOR A PURCHASER TO
EXECUTE AT SIMILAR CLOSINGS, INCLUDING LIEN AFFIDAVITS AND SETTLEMENT
STATEMENTS.
LANDLORD AND TENANT SHALL REASONABLY COOPERATE WITH EACH OTHER TO
EFFECTUATE THE CLOSING, AND EACH SHALL PAY ITS RESPECTIVE SHARE OF CUSTOMARY
CLOSING COSTS.
RENTS SHALL BE PRORATED (AND THE PURCHASE PRICE ADJUSTED
ACCORDINGLY) AS OF THE CLOSING DATE.
IF TENANT FAILS TO CONSUMMATE THE CLOSING
ON OR PRIOR TO THE REQUIRED CLOSING DATE FOR ANY REASON OTHER THAN A DEFAULT BY
LANDLORD, THEN