Deferred Maintenance; Price Adjustment Sample Clauses

Deferred Maintenance; Price Adjustment. Buyer has asserted that certain deferred maintenance should be performed to the foundation and structural elements of the exterior walls of the Building. Within ten (10) days after full execution and delivery of this Agreement, Seller shall deliver to Buyer certain engineering and other reports in connection therewith. Seller will not be required to perform any such deferred maintenance prior to Closing, whether in its capacity as Seller or landlord under the Lease (but if the Closing fails to occur for any reason, Buyer does not waive any of its rights or claims, if any, to which Buyer may be entitled as tenant under the Lease in respect to any such deferred maintenance, nor does it release the Landlord under the Lease from any such rights or claims, if any). Instead, Buyer and Seller will mutually endeavor to agree upon a reasonable and appropriate reduction in the Purchase Price equal to the cost of any deferred maintenance to the foundation and structural elements of the exterior walls of the Building which is necessary or would be commercially customary to have performed at this time, if any. In the event the parties do not (a) agree upon the amount of such a reduction to the Purchase Price, if any, and (b) execute an instrument memorializing such amount, if any, on or prior to September 19, 2000, then Buyer may, at Buyer's sole option, elect to terminate this Agreement by delivering notice of such election to terminate to Seller on or before the date which is September 20, 2000 (provided that if Buyer fails to deliver such notice on or before such date, then Buyer shall be deemed to have waived such option to terminate and shall be required to close in accordance herewith without reduction in the Purchase Price and without further claim as to such deferred maintenance, subject to any right of Buyer to terminate pursuant to any other provisions of this Agreement). In the event this Agreement is so terminated, the Deposit shall be refunded to Buyer and, except as expressly set forth otherwise, all obligations, liabilities and rights of the parties under this Agreement shall terminate. Notwithstanding the foregoing, no reduction in the Purchase Price, or any portion thereof, shall be based upon or attributable to any maintenance or repairs required to be performed by the tenant under the Lease.