CLOSE FOR ANY REASON
WHATSOEVER, PURCHASER SHALL RETURN TO SELLER ALL SUCH COPIES OF THE EXECUTED
SNDAS PREVIOUSLY DELIVERED TO PURCHASER.
THE FAILURE TO OBTAIN SNDAS FROM ALL
OR ANY OF THE SELECTED TENANTS SHALL NOT CONSTITUTE A DEFAULT BY SELLER
HEREUNDER OR OTHERWISE ENTITLE PURCHASER TO DELAY THE CLOSING OR TERMINATE THIS
AGREEMENT.
8.
TITLE INSURANCE AND SURVEY.
(A)
TITLE COMMITMENT AND SURVEY.
SELLER HAS DELIVERED TO PURCHASER
COPIES OF (I) THE TITLE INSURANCE COMMITMENT (THE "TITLE COMMITMENT") ISSUED BY
FIRST AMERICAN TITLE INSURANCE COMPANY (THE "TITLE COMPANY") DESCRIBED ON
EXHIBIT H AND COPIES OF THE UNDERLYING TITLE DOCUMENTS REFERENCED IN SCHEDULE B
THEREOF AND (II) THE SURVEY DESCRIBED ON EXHIBIT I (THE "SURVEY").
(B)
PERMITTED EXCEPTIONS.
"PERMITTED EXCEPTIONS" SHALL MEAN:
(I) MATTERS SET FORTH IN EXHIBIT J, (II) MATTERS ARISING OUT OF AN ACT OF
PURCHASER OR ITS REPRESENTATIVES, AGENTS, EMPLOYEES OR INDEPENDENT CONTRACTORS,
(III) MATTERS REMOVED FROM THE TITLE COMMITMENT OR OVER WHICH THE TITLE COMPANY
HAS COMMITTED IN WRITING TO INSURE, (IV) MATTERS WHICH ARISE FROM A CASUALTY OR
CONDEMNATION WHICH HAS OCCURRED AFTER THE DATE OF THIS AGREEMENT, (V) TO THE
EXTENT NOT SET FORTH ON EXHIBIT J, MATTERS DISCLOSED BY THE TITLE COMMITMENT,
AND (VI) OTHER MATTERS WHICH HAVE BEEN APPROVED IN WRITING BY PURCHASER.
(C)
CLOSING CONDITION.
THE OBLIGATION OF PURCHASER TO PURCHASE THE
PROPERTY ON THE CLOSING DATE IS CONDITIONED UPON THE ISSUANCE BY TITLE COMPANY
OF A PRO FORMA TITLE INSURANCE POLICY FOR, OR A "MARKED UP" WRITTEN COMMITMENT
TO ISSUE, A TEXAS STANDARD FORM T-1 OWNER'S TITLE INSURANCE POLICY PURSUANT TO
THE TERMS OF THE TITLE COMMITMENT (THE "TITLE POLICY"), PROVIDED THAT THE TITLE
POLICY SHALL (I) BE SUBJECT ONLY TO THE PERMITTED EXCEPTIONS, (II) BE DATED AS
OF THE DATE OF THE CLOSING, (III) NAME PURCHASER AS THE INSURED, AND (IV) IF
REQUESTED BY PURCHASER IN WRITING, BE REVISED TO LIMIT THE STANDARD EXCEPTION
DEALING WITH AREA, BOUNDARIES AND OTHER MATTERS, TO "SHORTAGES IN AREA"
(PROVIDED THAT, IF PURCHASER REQUESTS SAME, PURCHASER SHALL BE RESPONSIBLE FOR
THE COST OF SUCH SURVEY EXCEPTION DELETION).
IF THE TITLE COMPANY DOES NOT
ISSUE THE TITLE POLICY AT THE CLOSING IN ACCORDANCE WITH THE TERMS OF THIS
SECTION 8(C), AND THE CLOSING DOES NOT OCCUR, THEN PURCHASER SHALL HAVE THE
RIGHT, AS ITS SOLE AND EXCLUSIVE REMEDY THEREFOR, TO TERMINATE THIS AGREEMENT BY
DELIVERY OF WRITTEN NOTICE TO SELLER BEFORE 5:00 P.M. ON THE CLOSING DATE.
PURCHASER SHALL NOT HAVE THE RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THE
FOREGOING SENTENCE IF THE TITLE POLICY IS NOT ISSUED AT CLOSING AS A RESULT OF
PURCHASER'S FAILURE TO DELIVER ANY DOCUMENTS OR OTHER MATERIALS REQUIRED TO BE
DELIVERED BY OR ON BEHALF OF PURCHASER PURSUANT TO THE TITLE COMMITMENT.
6
9.
TERMINATION.
PURCHASER MAY TERMINATE THIS AGREEMENT FOR ANY
REASON IN ITS SOLE AND ABSOLUTE DISCRETION BY DELIVERING TO SELLER WRITTEN
NOTICE OF SUCH TERMINATION PRIOR TO 5:00 P.M. ON NOVEMBER 29, 2006 (THE
"TERMINATION DATE").
IF PURCHASER ELECTS TO TERMINATE THIS AGREEMENT