|
5
<br />the condition of title of the Land (including, without limitation, any matters disclosed by Buyer's survey of the
<br />Land, should it elect to obtain one), At any time prior to the expiration of the Investigation Period, Buyer may elect
<br />to provide written notice of Buyer's disapproval of any title matter as shown in the title commitment (those
<br />disapproved title matters as so identified by Buyer being hereinafter called the "Disapproved Exceptions"),
<br />whereupon Seller shall have thirty (30) days to cure or remove such Disapproved Exception, provided drat Seller
<br />may elect to cure any Disapproved Exception drat may be cured by the payment of money at Closing. In the event
<br />Seller elects, in its sole discretion, not to cure a Disapproved Exception, then Buyer may either (i) terminate this
<br />Agreement by giving to Seller written notice of such election to terminate on or before ten (10) days from the date
<br />on which Buyer receives written notice that Seller has elected that it will not cure a Disapproved Exception without
<br />further claim or obligation of any kind to Che Seller, or (ii) withdraw the Disapproved Exception and proceed to
<br />close without any abatement in the Purchase Price. If Buyer does not elect by written notice between (i) and (ii) of
<br />the immediately preceding sentence within ten (10) days of Buyer's receipt of Seller's written notice Chat it will not
<br />cure a Disapproved Exception, then Buyer shat] be deemed to have elected (ii).
<br />6 ADDITIONAL AGREEMENTS OP TLIE PARTIES:
<br />a) Risk of Loss - hrsmance Policies: The risk of loss with respect to the Property prior to the
<br />Goring shall be on Seller- Unless otherwise agreed to by the parties, if the Property suffers a casualty damage prior
<br />to Closing that would cause the Seller to cease the conduct of its business on the Property as currently conducted for
<br />a continuous period of one (I) week or longer, Buyer shall have the right to terminate this Agreement by written
<br />notice to Seller.. Behveen the date of this Agreement and the Closing, Seller shall keep all existing insurance
<br />policies applicable to the Property in full force and effect.
<br />b) Eminent Domain: Nohvithsfanding anything to the contrary elsewhere in this Agreement,
<br />including, without lintation, the expiration of lire Investigation Petiod, if; prior to the Closing, all or any part of the
<br />Property is taken by eminent domain or if condemnation proceedings are commenced, Buyer shall have the option,
<br />by written notice to Seller, to terminate this Agreement. If Buyer does not elect to terminate this Agreement, it shall
<br />remain in full force and effect, and Seller shall assign, hansfer and set over to Buyer at the Closing all of Seller's
<br />right, title and interest in any awards that may be made for such taking.
<br />c) Seller's Covenant Aeainst Waste and as to Operations; Consent and Monitoring as to
<br />Maintenance: Between the date of this Agreement and tluough and including the date of Closing, Seller agrees not
<br />to commit waste upon the Property, or any portion thereof; and Seller warrants and covenants that the Property shall
<br />remain in a condition similar to that which iC was as of the date of Chis Agreement, reasonable wear and tear
<br />excepted. Within twenty days of execution by Buyer and Seller of this Agreement, Buyer and Seller shall jointly
<br />agree on a maintenance budget for the period prior to Closing, which budget shall be similar in amount and
<br />consistent with the maintenance budgets utilized in prior years (the "Agreed Maintenance Budget"). Seller agrees to
<br />conduct its maintenance activities in accordance with the Agreed Maintenance Budget; provided, however, that
<br />Seller may take any action necessary to deal with any health or safety condition or emergency condition, any
<br />violation of law or regulation, or to comply with any insurance requirement (collectively, the "Safety Conditions"),
<br />nohvithstanding that such amount is not in the Agreed Maintenance Budget, and shall notify Buyer promptly if such
<br />condition occurs, and of the amount of any departure from the Agreed Maintenance Budget. Except with respect to
<br />such Safety Conditions, Seller will obtain the consent of Buyer, which consent will not be tmreasonably witlilreld, as
<br />to any departure from the Agreed Budget that, for any month, exceeds $1,000 in the aggregate. Seller agrees fo
<br />allow Buyer to monitor maintenance activities and expenditures prior to Closing. To the extent that maintenance
<br />expenditures actually made for items included in the Agreed Maintenance Budget are less than the amount included
<br />in such Agreed Maintenance Budget for the period prior to Closing, the amount of such savings (the "Maintenance
<br />Savings") shall be paid by Seller to Buyer at Dosing. Savings for any partial months shall be prorated using the
<br />monthly budget.
<br />d) Renresentation and Warranties of Seller: In addition to any other wananry or representation of
<br />Seller set forth in this Agreement, Seller hereby makes the following representations and warranties to Buyer:
<br />ent.eicrnasnrvs a
<br />
|