Real Estate Purchase And Sale Agreement Page 6
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148.3
Contracts. Seller will terminate all contracts, agreements, or transactions with any third
party with respect to or affecting the Property before Closing (other than Assigned Contracts, if any).
Seller will not enter into or amend any Contracts without Buyer’s consent. If the Property includes any
Assigned Contracts, Seller will not violate or terminate such Assigned Contracts and Seller will operate
under such Assigned Contracts in the ordinary course of business; without limiting the generality of the
foregoing, Seller will not collect any rents or others amounts due under any Assigned Contracts more than
one month in advance, and it will report and prorate all amounts collected before Closing.
8.4
Updates. Seller shall notify Buyer if any of the Due Diligence Documents previously
provided to Buyer are amended, supplemented, or updated; or if Seller becomes aware that any
information in any Due Diligence Document previously provided to Buyer, or any representation or
warranty of Seller herein, is or becomes untrue or incorrect in any material respect.
8.5
Exclusivity. Seller agrees not to market or show the Property to any other prospective
purchasers or to solicit, entertain, or accept any offers for the Property (whether or not subordinate to this
Agreement) from any other prospective purchasers.
9.
CONTINGENCIES. The obligations of Buyer under this Agreement are conditioned upon the
satisfaction or waiver of all requirements and contingencies set forth in this Section (“Contingencies”).
The Contingencies are: (a) Buyer must receive title to the Property, in accordance with Section 5, at
Closing; (b) none of the representations and warranties of Seller herein must cease to be true and correct,
in all material respects, prior to Closing; and (c) Buyer must be satisfied with all its due diligence and
inspections with respect to the Property pursuant to Section 6 as well as being satisfied that no other facts
or circumstances exist that may make its acquisition, ownership, occupancy, or use of the Property
imprudent, all in its sole and absolute discretion, in each case by the end of the Due Diligence Period. If
any Contingency is not satisfied or waived by the applicable deadline noted above, then Buyer may
terminate this Agreement by written notice to Seller at any time prior to such deadline and receive a full
refund of any Earnest Money.
10.
CLOSING AND POSSESSION. The Closing shall occur at the offices of the Title Company at
12:00 noon on the Closing Date or such other time as mutually agreed by the parties. A party need not be
present at Closing if such party has delivered all of the items it is required to deliver at Closing to the
Title Company by the Closing Date with escrow instructions consistent with this Agreement.
10.1
Seller’s Deliveries. At Closing, Seller shall deliver possession of the Property. Seller
shall deliver the Property “as is” and without any representations or warranties, Seller and Buyer hereby
disclaiming any such representations or warranties, in each case except as expressly provided herein.
Seller also shall execute and deliver to Buyer the following:
(a)
A warranty deed conveying all right, title, and interest in and to the Land and
Improvements, free and clear of all liens and encumbrances, other than Permitted Exceptions.
(b)
All affidavits, certificates, closing statements, and other documents reasonably
required by the Title Company to insure title to the Property in accordance with this Agreement,
or reasonably required by Buyer to the extent not contrary to the terms of this Agreement and
otherwise reasonably acceptable to Seller.
(c)
If applicable: (i) if the Property includes any Assigned Contracts, one or more
assignment(s) from Seller with respect thereto (including an accounting and transfer of any
security deposits) and consents or estoppel certificates from the other parties thereto, and (ii) if
the Property includes any Personal Property, a warranty bill of sale; in all cases in form
reasonably satisfactory to Buyer.
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