Agreement Of Purchase And Sale (Page 10 of 30) in pdf

the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and

clear of any such financing liens. Seller further agrees to remove any exceptions or encumbrances to title

which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s

consent (if requested, such consent shall not be unreasonably withheld or delayed). The term “Permitted

Exceptions” shall mean: the specific exceptions (excluding exceptions that are part of the promulgated

title insurance form) in the Title Commitment that the Title Company has not agreed to remove from the

Title Commitment as of the end of the Title and Survey Review Period and that Seller is not required to

remove as provided above; matters created by, through or under Purchaser; items shown on the Survey

which have not been removed as of the end of the Inspection Period; real estate taxes not yet due and

payable; rights of Seller under its lease if it exercises the Lease Option and any licensees under any

Service Contracts not terminated as of Closing.

5.4

Delivery of Title Policy at Closing. At Closing, the Title Company shall issue, or

commit at Closing to issue, to Purchaser an owner’s title policy in accordance with the Title

Commitment, insuring Purchaser’s title to the Real Property in the amount of the Purchase Price, subject

only to the standard exceptions and exclusions from coverage contained in such policy and the Permitted

Exceptions (the “Title Policy”).

ARTICLE 6 - Operations and Risk of Loss

6.1

Ongoing Operations. From the Effective Date through Closing:

6.1.1

Service Contracts. Seller will perform its material obligations under the Service

Contracts.

6.1.2

New Contracts. Seller will not enter into any contract that will be an obligation

affecting the Property subsequent to the Closing, except contracts entered into in the ordinary course of

business that are terminable without cause and without the payment of any termination penalty on not

more than thirty (30) days’ prior notice.

6.1.3

Maintenance of Improvements; Removal of Personal Property. Subject to

Sections 6.2 and 6.3, Seller shall maintain all Improvements substantially in their present condition

(ordinary wear and tear and casualty excepted) and in a manner consistent with Seller’s maintenance of

the Improvements during Seller’s period of ownership. Seller will not remove any Tangible Personal

Property except as may be required for necessary repair or replacement, and replacement shall be of

approximately equal quality and quantity as the removed item of Tangible Personal Property.

6.2

Damage. If prior to Closing the Property is damaged by fire or other casualty, Seller

shall estimate the cost to repair and the time required to complete repairs and will provide Purchaser

written notice of Seller’s estimation (the “Casualty Notice”) as soon as reasonably possible after the

occurrence of the casualty.

6.2.1

Material. In the event of any Material Damage to or destruction of the Property

or any portion thereof prior to the Inspection Period, either Seller or Purchaser may, at its option,

terminate this Agreement by delivering written notice to the other on or before the expiration of

thirty (30) days after the date Seller delivers the Casualty Notice to Purchaser (and if necessary, the

Closing Date shall be extended to give the parties the full thirty-day period to make such election and to

obtain insurance settlement agreements with Seller’s insurers). After the expiration of the Inspection

Period, if Material Damage to or destruction of the Property or any portion thereof occurs, then Purchaser

(but not Seller) may, at its option, terminate this Agreement by delivering written notice to Seller on or

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Agreement Of Purchase And Sale Page 10

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