anything to the contrary set forth in this Section 7.3, in the
event that, (A) any of Seller's representations and warranties set forth in this
Agreement are rendered inaccurate or false, in any way, prior to Closing;
(B) Seller fails to completely cure such breach or default prior to Closing; and
(C) as a result of (A) and (B), Buyer exercises its right to terminate this
Agreement, then Buyer's Earnest Money shall be immediately returned to Buyer.
The foregoing provisions of this Section 7.3 concerning Seller's obligation to
reimburse Buyer shall survive any termination of this Agreement.
7.4
REAFFIRMATION.
SUBJECT TO THE PROVISIONS OF
SECTION 7.3, AT CLOSING SELLER SHALL BE DEEMED TO HAVE REAFFIRMED THAT THE
REPRESENTATIONS AND WARRANTIES OF SELLER IN THIS SECTION 7 ARE TRUE AND CORRECT,
EXCEPT THAT SELLER SHALL BE DEEMED TO HAVE REAFFIRMED THAT THOSE REPRESENTATIONS
20
AND WARRANTIES SET FORTH IN SECTIONS 7.1.3, 7.1.8, 7.1.9 AND 7.1.13 ARE TRUE AND
COMPLETE, IN ALL MATERIAL RESPECTS.
AT CLOSING, BUYER SHALL BE DEEMED TO HAVE
REAFFIRMED THAT THE REPRESENTATIONS AND WARRANTIES OF BUYER IN THIS SECTION 7
ARE TRUE AND CORRECT.
SECTION 8.
OPERATIONS PENDING
CLOSING.
SELLER, AT ITS EXPENSE, SHALL USE REASONABLE EFFORTS TO (A) MAINTAIN THE
PROPERTY UNTIL THE CLOSING OR UNTIL THE TERMINATION OF THIS AGREEMENT, WHICHEVER
IS EARLIER, SUBSTANTIALLY IN THE SAME CONDITION AS EXISTS ON THE EFFECTIVE DATE,
AND SUBJECT TO ORDINARY WEAR AND TEAR, DAMAGE BY FIRE OR OTHER CASUALTY AND
CONDEMNATION EXCEPTED; AND (B) TO COMPLY, IN ALL MATERIAL RESPECTS, WITH, AND TO
ENFORCE, ALL OF THE LEASES (BUT WITHOUT AN OBLIGATION TO FILE SUIT AGAINST ANY
OF THE TENANTS).
SELLER SHALL DELIVER TO BUYER A COPY OF ANY WRITTEN NOTICE OF
DEFAULT DELIVERED BY SELLER TO ANY TENANT FROM AND AFTER THE EFFECTIVE DATE.
AFTER THE EFFECTIVE DATE, WITHOUT BUYER'S CONSENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD (PROVIDED, HOWEVER, BUYER'S CONSENT SHALL BE DEEMED
GRANTED IN THE EVENT BUYER DOES NOT OBJECT IN WRITING THERETO WITHIN FIVE
(5) DAYS AFTER SELLER REQUESTS SUCH CONSENT FROM BUYER), SELLER WILL NOT ENTER
INTO ANY (A) CONTRACT FOR SERVICE TO THE PROPERTY UNLESS IT IS TERMINABLE
WITHOUT PENALTY ON NO MORE THAN THIRTY (30) DAYS WRITTEN NOTICE (EXCEPT THAT
SELLER MAY ENTER INTO ANY SUCH CONTRACT IN RESPONSE TO ANY CONDITION OR EVENT
WHICH WOULD, IN SELLER'S GOOD FAITH DETERMINATION, ENDANGER THE SAFETY OR
INTEGRITY OF THE IMPROVEMENTS, PROVIDED THAT BUYER SHALL HAVE NO OBLIGATION TO
ASSUME ANY SUCH CONTRACT UNLESS BUYER APPROVES OF SUCH CONTRACT IN WRITING), OR
(B) ANY NEW LEASE OR ANY MODIFICATION, AMENDMENT, RESTATEMENT, TERMINATION, OR
RENEWAL OF ANY LEASE EXCEPT FOR NON-BINDING LETTERS OF UNDERSTANDING,
CERTIFICATES, PUNCH LISTS AND OTHER DOCUMENTS EXPRESSLY AND SPECIFICALLY
CONTEMPLATED BY THE APPLICABLE LEASE, PROVIDED SUCH LEASE WAS EITHER IN EFFECT
ON OR PRIOR TO THE EFFECTIVE DATE OR IS OTHERWISE APPROVED BY BUYER IN
ACCORDANCE WITH THIS SECTION 8, OR (C) ANY AGREEMENT PURSUANT TO WHICH BUYER
SHALL BE REQUIRED TO PAY A LEASING BROKERAGE COMMISSION TO