8.1.6
SELLER SHALL HAVE OBTAINED WRITTEN CONFIRMATION FROM THE DEPARTMENT OF
ENVIRONMENTAL RESOURCES MANAGEMENT THAT NO FURTHER ACTION IS WARRANTED AT THE
PROPERTY WITH RESPECT TO THE FUEL SPILL.
NOTWITHSTANDING THE FOREGOING, IF AS OF THE CLOSING DATE, (I) SELLER
HAS USED COMMERCIALLY REASONABLE EFFORTS TO DISCHARGE THE VIOLATIONS AND CLOSE
THE OPEN PERMITS,
(II) NOT MORE THAN A TOTAL OF TWO VIOLATIONS AND/OR OPEN
PERMITS REMAIN UNCURED OR OPEN, AS THE CASE MAY BE, (III) THE EXISTENCE OF SUCH
VIOLATIONS AND/OR OPEN PERMITS DOES NOT SUBJECT THE PURCHASER TO ANY CRIMINAL
LIABILITY OR MATERIALLY IMPAIR THE ABILITY OF PURCHASER TO OPERATE THE PROPERTY
AS A MULTI-FAMILY APARTMENT PROJECT, AND (IV) SELLER HAS PERFORMED ALL WORK, AND
PAID ALL FEES AND CHARGES THEN DUE AND PAYABLE, AS NECESSARY TO CAUSE SUCH
VIOLATIONS TO BE DISCHARGED AND/OR SUCH OPEN PERMITS TO BE CLOSED, THEN IN SUCH
EVENT THE FOLLOWING SHALL APPLY:
(X) THE CONDITION SET FORTH IN SECTION 8.1.5
SHALL BE DEEMED SATISFIED, (Y) SELLER SHALL AT ITS SOLE COST AND EXPENSE
DILIGENTLY PROCEED POST-CLOSING TO CAUSE SUCH VIOLATIONS AND OPEN PERMITS TO BE
DISCHARGED AND CLOSED (AS THE CASE MAY BE), AND (Z) PURCHASER SHALL AFFORD
SELLER REASONABLE ACCESS TO THE PROPERTY AS MAY BE NECESSARY TO DISCHARGE THE
VIOLATIONS AND CLOSE THE OPEN PERMITS, PURCHASER SHALL COOPERATE WITH SELLER (AT
SELLER'S COST) WITH RESPECT THERETO, AND PURCHASER SHALL (SUBJECT TO PURCHASER'S
REASONABLE APPROVAL) SIGN SUCH DOCUMENTS AS MAY BE REASONABLY NECESSARY IN ORDER
FOR SELLER TO SO DISCHARGE THE VIOLATIONS AND CLOSE THE OPEN PERMITS, AS
APPLICABLE.
THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE
CLOSING.
Notwithstanding anything to the contrary, there are no other conditions to
Purchaser's obligation to Close except as expressly set forth in this Section
8.1.
If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met,
Purchaser may (a) waive any of the foregoing conditions and proceed to Closing
on the Closing Date with no offset or deduction from the Purchase Price, or (b)
if such failure constitutes a default by Seller, exercise any of its remedies
pursuant to Section 10.2.
If either condition set forth in Section 8.1.2, 8.1.5
or 8.1.6 is not met, Seller shall not be in default pursuant to Section 10.2,
and Purchaser may, as its sole and exclusive remedy, either (i) notify Seller of
Purchaser's election to terminate this Contract and Escrow Agent shall deliver
the full Deposit to Purchaser, or (ii) waive such condition and proceed to
Closing on the Closing Date with no offset or deduction from the Purchase
Price.
Purchaser recognizes and agrees that, if the Loan Assumption Approval
Period (as the same may be extended pursuant to Purchaser's Loan Assumption
Extension Right) expires and Purchaser is entitled to but does not terminate
this Contract, the Loan Assumption and Release shall not be a condition to
Purchaser's obligation to close, and, if the Loan Assumption and Release is not
obtained and the Closing has not occurred on or before the Closing