Common use of Delivery of Information by Seller Clause in Contracts

Delivery of Information by Seller. Within five (5) days of the Effective Date, Seller shall deliver or cause to be delivered to Buyer the following: (a) A title insurance commitment issued by the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount of the Purchase Price (the "Title Commitment"); (b) Copies of all documents referred to in the Title Commitment (the "Title Commitment Documents"); (c) A copy of Seller's existing Phase I Environmental Report and copies of any other environmental reports on the Property in Seller's possession; (d) A copy of Seller's existing ALTA/ACSM Land and Improvements survey; (e) A copy of the executed Lease and any amendments thereto; (f) Soil boring logs; (g) If in Seller's possession, zoning information concerning the current zoning of the Property; (h) Site plans and building plans and specifications; (i) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer shall have an Inspection Period of 21 days from receipt of the foregoing to review and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 days from the receipt of the last of the following to review (the "Review Period"); provided, however, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis number of the following items that may not be available until several days prior to closing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey as provided to Buyer); (n) Proposed general warranty deed;

Delivery of Information by Seller. Within five (5) days of the Effective Date, Seller shall deliver or cause to be delivered to Buyer the following: (a) A title insurance commitment issued by by-the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount of the Purchase Price (the "Title Commitment"); (b) Copies of all documents referred to in the Title Commitment (the "Title Commitment Documents"); (c) A copy of Seller's existing Phase I Environmental Report and copies of any other environmental reports on the Property in Seller's possession; (d) A copy of Seller's existing ALTA/ACSM Land and Improvements surveysurvey (the "Existing Survey"); (e) A copy of the executed Lease and any amendments thereto; (f) Soil boring logs; (g) If in Seller's possession, zoning information concerning the current zoning of the Property; (h) Site plans and building plans and specifications; (i) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer shall have an "Inspection Period Period" of 21 twenty-one (21) days from receipt of the foregoing to review and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEIBuyer's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 fifteen (15) days from the receipt of the last of the following to review (the "Review Period"); provided, however, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis number of the following items that may not be available until several days prior to closing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEIBuyer's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey the Existing Survey as provided to Buyer); (n) Proposed general warranty deed;

Delivery of Information by Seller. Within five (5a) days Purchaser acknowledges that it has received title commitments from Title Company in favor of Purchaser covering the Campus Land, the Improvements and the Other Land (the “Title Commitments”). (b) Purchaser acknowledges that Seller has delivered to Purchaser the surveys of the Effective DateCampus Land and the Other Land, Seller shall deliver or cause dated February 17, 2006 prepared by Pxxxxxx & Company, Inc. (collectively, the “Survey”). For purposes of the property description to be included in the special warranty deed to be delivered pursuant to Buyer Section 9(c)(1) (the “Special Warranty Deed”), the field notes prepared by the surveyor shall control any conflicts or inconsistencies with Exhibit A and Exhibit C, and such field notes shall be incorporated herein by this reference upon their completion and approval by Purchaser and Seller. (c) Purchaser acknowledges that Seller has delivered to Purchaser the following: (a1) A title insurance commitment issued by a copy of each Tenant Lease listed on Schedule 1(d)-1 hereto, each Occupancy Agreement listed on Schedule 1(d)-2, and, based on Seller’s list provided to Purchaser, the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount most recent version of the Purchase Price summary term sheet with a prospective tenant of any portion of the Property (the "Title Commitment"including any related guaranty or security) with whom Seller is in active negotiations and each Occupancy Agreement; (2) a copy of each Property Agreement listed on Schedule 1(e); (b3) Copies a copy of all documents referred to in the Title Commitment (Phase I Environmental reports prepared by Terracon dated March 27, 2006 covering the "Title Commitment Documents")Campus Land and Improvements and the Other Land; (c4) A a copy of Seller's existing Phase I Environmental Report the geotechnical report prepared by Hxxxxx Wxxxxx, dated April 12, 2006 with respect to the fault located on the Campus; (5) financial information regarding the Property as follows: (i) operating statements covering the last three fiscal years prior to the current fiscal year and (ii) the operating budget for the current fiscal year; (6) current schedule of tenant base years and escalations, and copies of any other environmental reports on current year tenant escalation bxxxxxxx; (7) current accounts receivable aging report; and (8) Property tax bills covering the Property last three tax years prior to the current tax year. The documents described in Seller's possession;this Section 4(c), and the documents listed therein, are herein collectively called the “Documents”, and the information contained in the Documents is herein collectively called the “Information”. (d) A copy For the pendency of this Agreement, Seller shall make available at the Property for inspection and copying by Purchaser, at Purchaser’s expense, the written files of Seller relating to the matters listed in Section 4(c), any matter under Section 1(e)(2) for which a claim has been made and any matters under Section 1(e)(3) as well as the maintenance records of the Property, and any other documents or information relating to the Property that is reasonably requested by Purchaser (to the extent existing and within the possession or control of Seller's existing ALTA/ACSM Land and Improvements survey;) (the “Owner Records”). (e) A copy Seller shall reasonably cooperate with Purchaser, at no cost or additional obligation to Seller, in connection with Purchaser’s inspections of the executed Lease Property, including, without limitation, using commercially reasonable efforts to assist Purchaser and any amendments thereto;its agents with financial audits of Seller and/or the Property to be performed in connection with regulatory requirements applicable to Purchaser. (f) Soil boring logs; Purchaser acknowledges that Seller has delivered tenant estoppel certificates (geach a “Tenant Estoppel Certificate”) If by each Tenant dated not earlier than May 9, 2006, in Seller's possession, zoning information concerning the current zoning form of Exhibit J hereto or otherwise in the Property; (h) Site plans form provided for in such Tenant’s Tenant Lease. Purchaser has reviewed and building plans accepted such Tenant Estoppel Certificates and specifications; (i) Names, addresses and phone numbers of utility companies servicing deems the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer shall have an Inspection Period of 21 days from receipt of the foregoing to review and approve the foregoing or terminate this Agreement Tenant Estoppel Certificates in accordance compliance with the terms requirements of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 days from the receipt of the last of the following to review (the "Review Period"this Section 4(f); provided, however, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis number of the following items that may not be available until several days prior to closing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey as provided to Buyer); (n) Proposed general warranty deed;.

Delivery of Information by Seller. Within five (5) days of after the Effective DateDate hereof, Seller shall deliver or cause to be delivered to Buyer all of the followingfollowing (collectively, "Due Diligence Documents"), to the extent the same are in Seller's possession or control or otherwise reasonably available to Seller: (a) A title insurance commitment issued by Any Phase I Environmental Reports, testing reports and any other reports or documents regarding or relating to the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount environmental condition of the Purchase Price (the "Title Commitment")Property; (b) Copies of all documents referred to in the Title Commitment (the "Title Commitment Documents"); (c) A copy of Seller's existing Phase I Environmental Report and copies of any other environmental reports on the Property in Seller's possession; (d) A copy of Seller's existing ALTA/ACSM Land and Improvements survey; (e) A copy of the executed Lease and any amendments or modifications thereto; (fc) Soil boring logsAny soils, geotechnical or other engineering reports; (gd) If in Seller's possession, Any zoning letter or other written information concerning the current zoning of the Property; (he) Site plans and building As built Building and/or landscape plans and specifications; (if) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of The current real estate tax statement; (k) Two years of annual financial statements statement for the Tenant. Buyer shall have an Inspection Period of 21 days from receipt of the foregoing to review Land and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 days from the receipt of the last of the following to review (the "Review Period"); provided, however, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis number of the following items that may not be available until several days prior to closing:Improvements; (l) A copy of any items Any management, maintenance or service agreements relating to be specifically assigned to Buyer under paragraph 1(c) and the proposed assignment thereofProperty ("Property Agreements"); (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey as provided general construction contract with respect to Buyer)the Improvements; (n) Proposed general warranty deedSeller's Permits; (o) Any financial statements or sales reports received by Seller from the Tenant applicable to years 2000 through 2003; (p) Any appraisals of the Property or any part thereof; (q) Copy of all Seller Permits; (r) A copy of a survey of the Land and Improvements dated February 7, 2000 prepared by W. Schutt & Axxxxxxxxx (the "Existing Survey"); (s) Copies of any existing or proposed warranties, guaranties or indemnities relating to the Land or the Improvements; and (t) All other books, records and reports prepared in connection with the ownership, management or maintenance of the Property. Seller represents that the copies of the documents, agreements and other materials delivered to Buyer hereunder are true, correct and complete copies thereof.

Delivery of Information by Seller. Within five (5) days of the Effective Date, Seller shall deliver or cause to be hereby confirms and agrees that it has delivered to Buyer Purchaser the following: (aA) A a copy of all title commitments for owner's and leasehold title insurance commitment issued by (collectively, the Title Company naming Buyer as "TITLE COMMITMENTS") and all surveys (collectively, the proposed insured and insuring Buyer "Surveys") in Seller's possession affecting the amount Specific Properties; (B) copies of the Purchase Price Leases relating to the Demised Premises; (C) a copy of all material and written contracts of management, maintenance, utility, service, supply or similar contracts or leases in Seller's possession which affect any of the Property or its operation, and any amendments, modifications or supplements thereto that create a contingent liability continuing beyond the Closing or which would otherwise continue beyond the Closing (the "Title CommitmentService Contracts"); (bD) Copies a copy of all documents referred "as-built" plans and specifications in Seller's possession with respect to the Improvements; (E) a copy of all material licenses and permits in Seller's possession that are necessary for the Title Commitment ownership, occupancy and operation of the Improvements, including, without limitation, certificates of occupancy, to the extent assignable (the "Title Commitment DocumentsOPERATING PERMITS"); (cF) A a copy of any hazardous waste inspection reports and environmental site assessments in Seller's existing Phase I Environmental Report and copies of any other environmental reports on possession with respect to the Property (together with any updates to these reports and assessments obtained by Purchaser or Seller, the "Environmental Reports"); and (G) a copy of all guaranties and warranties, if any, pertaining to the Building Fixtures in Seller's possession; (d) A copy . The documents described in Section 2.1 are herein collectively called the "INFORMATIONAL DOCUMENTS" and the information contained in the Informational Documents is herein collectively called the "INFORMATION"). Within 7 days after the date this Agreement is fully executed by Seller and Purchaser, Purchaser shall give Seller written notice of Seller's existing ALTA/ACSM Land any objections to matters Purchaser determines, in its reasonable discretion, materially and Improvements survey; (e) A copy adversely affect the marketability of title to or the executed Lease value of any Specific Property as set forth in the Title Commitments and Surveys for such Specific Property, including, without limitation, obtaining such title endorsements as Purchaser, in its reasonable discretion, may determine are necessary. In the event Purchaser fails to give a written notice to Seller of such objections within the 7 day period, Purchaser shall be deemed to have waived any amendments thereto; (f) Soil boring logs; (g) If in Seller's possessionobjections to title and to have accepted the condition of title as reflected by the Title Commitments and Surveys for each Specific Property. In the event Purchaser gives a written notice to Seller of such objections within the 7 day period, zoning information concerning the current zoning of the Property; (h) Site plans and building plans and specifications; (i) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer Seller shall have an Inspection Period of 21 days from receipt of the foregoing right, but not the obligation, to review and approve the foregoing or terminate this Agreement cure Purchaser's objections in accordance with the terms provisions of subparagraph 6(b) below in AEI's sole discretionSection 2.4 hereof. SellerNotwithstanding anything herein to the contrary, at its own expense, shall provide Buyer with the following, which Buyer Seller shall have 15 the obligation to remove objections which can be removed without the expenditure of money, including, without limitation, the payment of attorneys' fees, or the posting of a bond or the giving of an indemnity, surety, or similar guaranty. In the event Seller is unwilling or unable to cure Purchaser's objections within the Outside Cure Date (hereinafter defined), Purchaser shall either (1) accept title in its current condition, in which event Purchaser's objections shall be deemed to have been waived for all purposes, or (2) terminate this Agreement if the provisions of Section 2.2 hereof are satisfied by written notice to Seller and the Title Company, in which case, the Title Company shall immediately return the Escrow Deposit to Purchaser. Any items or exceptions to title that are accepted or waived by Purchaser or deemed to have been accepted or waived by Purchaser are hereinafter referred to as the "PERMITTED EXCEPTIONS." Within 7 days from after the receipt date this Agreement is fully executed by Seller and Purchaser, Purchaser shall give Seller written notice of any objections to matters Purchaser determines, in its reasonable discretion, materially and adversely affect the value of any Specific Property as set forth in the Environmental Reports and Purchaser's due diligence relating to the accessability of water for such Specific Property. In the event Purchaser fails to give a written notice to Seller of such objections within the 7 day period, Purchaser shall be deemed to have waived any objections to the environmental or water accessability condition of the last Property. In the event Purchaser gives a written notice to Seller of such objections within the 7 day period, Purchaser shall either (1) accept such Specific Property in its current condition, in which event Purchaser's objections shall be deemed to have been waived for all purposes, or (2) terminate this Agreement if the provisions of Section 2.2 hereof are satisfied by written notice to Seller and the Title Company, in which case, the Title Company shall immediately return the Escrow Deposit to Purchaser. Within 14 days after the date this Agreement is fully executed by Seller and Purchaser, Purchaser shall give Seller written notice of any objections to matters Purchaser determines, in its reasonable discretion, materially and adversely affect, for any reason, the marketability or value of the following to review Specific Property located in Holbrook, Massachusetts (the "Review PeriodXxxxxxxx Property"); provided, however, Buyer shall use its best efforts . In the event Purchaser fails to complete its review give a written notice to Seller of such items objections within the 14 day period, Purchaser shall be deemed to have waived any objections to the Xxxxxxxx Property. In the event Purchaser gives a written notice to Seller of such objections within the 14 day period, Purchaser shall either (1) accept title to the Xxxxxxxx Property in a timely manner its current condition, in which event Purchaser's objections shall be deemed to expedite the transaction toward closinghave been waived for all purposes, and shall waive or (in Buyer's sole but reasonable discretion2) the requirement of an entire 15 day review period terminate this Agreement as to a de minimis number of the following items that may not be available until several days prior Xxxxxxxx Property only by written notice to closing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) Seller and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified Title Company, in which case, notwithstanding anything herein to Buyer and Title Company (AEI's review thereof the contrary, the Purchase Price shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey as provided to Buyer); (n) Proposed general warranty deed;reduced by $900,000.

Delivery of Information by Seller. Within five (5a) days of the Effective Date, Seller shall deliver has delivered or cause caused to be delivered or made available to Buyer Purchaser (and Purchaser hereby acknowledges receipt thereof), at Seller's sole cost and expense, the following:items described below (including the items listed on Exhibit "B" hereto): (ai) A a complete copy of all third-party reports received by the Company, Seller or their affiliates in connection with the Company's acquisition of the Property; (ii) a survey of the Land (the "Survey") prepared by a surveyor licensed in the state of Illinois; (iii) a complete copy of (I) all leases, subleases, franchises, licenses, occupancy agreements or other agreements demising space in, providing for the use or occupancy of, or otherwise similarly affecting or relating to, the Improvements or Land, including, without limitation, all amendments, modifications and supplements thereto (collectively, the "Leases" and, individually, a "Lease"); (II) all guaranties of any Lease, (III) any executed letters of intent with prospective tenants, (IV) all consents or waivers with respect to the foregoing that modify or supplement the provisions thereof in any respect, (V) each Lease, if any, which has been executed but is not yet in effect, (VI) [INTENTIONALLY BLANK], and (VII) a list of all deposits under or with respect to the Leases, whether in cash, by way of letter of credit or otherwise, and whether held as security for the performance of the obligations of a tenant or tenants under the Leases (collectively, the "Tenants" and, individually, a "Tenant") or otherwise ("Deposits") (iv) the Company's owner's policy of title insurance commitment issued by insuring the Title Company naming Buyer as the proposed insured Land and insuring Buyer Improvements in the amount of the Purchase Price (the "Title Commitment"); (b) Copies issued by the Title Company setting forth the status of title to the Land and Improvements and showing all liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions and all other matters of record affecting the Land or Improvements, together with complete and legible copies of all documents referred to in the Title Commitment and any CC&Rs (as hereinafter defined) affecting the Property; (v) a "Title Commitment DocumentsTenant Rent Roll" (herein so called) dated within ten (10) days of the date hereof, certified by Seller as being true, correct and complete in all respects (other than in de minimus respects), in the form of Schedule "2" annexed hereto and made a part hereof; (vi) complete copies of all outstanding commission, brokerage, or similar agreements pertaining to the Leases; (vii) complete copies of all (I) management, service, employee, sales, marketing, leasing or other agency agreements, supply or maintenance contracts, licenses or permits, franchise arrangements, brokerage contracts affecting the Company, the Company Manager, the Interests, Land, Improvements, Personalty, Leases, Deposits, Tenants (collectively, "Property Agreements"), (II) plans, drawings, specifications, surveys, engineering reports and other technical information ("Plans and Specifications"), (III) warranties, guaranties, indemnities, and claims of architects, contractors and suppliers and others ("Warranties"), (IV) licenses, permits, or similar documents ("Licenses"), (V) trade names, marks, and other identifying material, including, without limitation, the name "Two Illinois Center" and all variations of such name used or owned by Seller, and all marketing and promotional materials specific to the Land and Improvements ("Marketing Materials"); (cviii) A copy a complete inventory of Seller's existing Phase I Environmental Report in all material tangible personal property and fixtures of any kind owned by Seller and attached to or used primarily in connection with the ownership, maintenance, use, leasing, service or operation of the Land or Improvements, including, without limitation, those items listed on Exhibit "A" annexed hereto and made a part hereof (if any) (the "Personalty"), together with a list of all personal property attached to, located upon or used in connection with the Property and which is not owned by Seller but which Seller has the right to use under lease, rental or other agreements (collectively, "Equipment Leases"), accompanied by complete copies of any other environmental reports on the Property in Seller's possessionsuch Equipment Leases; (dix) A copy all accounting records prepared on an annual basis with regard to the Property for the period of Sellerthe Company's existing ALTA/ACSM Land ownership of the Property, reflecting actual current income, including base rent, contributions for real estate taxes, insurance premiums and Improvements surveycommon area maintenance and any other income from Tenants or expenses of the Property, including, without limitation, (I) operating statements for the Property detailing income and expenses, including capital expenses, and occupancy for the period, if available, from January 1, 1999 through the date hereof, and (II) monthly detail operating reports for the immediately preceding seven (7) month period, all (except the operating statements for the period prior to the Company's ownership of the Property) certified by Seller as complete; (ex) A copy of the executed Lease most recent financial statements of the Company and any amendments theretothe Company Manager, including, without limitation, the related statements of income and changes in financial position; (fxi) Soil boring logs;To the extent not set forth above, all of the documents, instruments and materials set forth on Exhibit "B" annexed hereto and made a part hereof; and (gxii) If in Seller's possession, zoning information concerning the current zoning of the Property;[INTENTIONALLY BLANK]. (hb) Site plans and building plans and specifications; The documents set forth in subsection (ia) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer this Section 4 shall have an Inspection Period of 21 days from receipt of the foregoing to review and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 days from the receipt of the last of the following to review (be collectively called the "Review PeriodDocuments"); provided, however, Buyer shall use its best efforts . The information contained in the Documents delivered pursuant to complete its review of such items in a timely manner to expedite this Section 4 is herein collectively called the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis number of the following items that may not be available until several days prior to closing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey as provided to Buyer); (n) Proposed general warranty deed;"Information".

Delivery of Information by Seller. Within five (5) days of the Effective Date, Seller shall deliver or cause to be delivered to Buyer the following: (a) A title insurance commitment issued by by-the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount of the Purchase Price (the "Title Commitment"); (b) Copies of all documents referred to in the Title Commitment (the "Title Commitment Documents"); (c) A copy of Seller's existing Phase I Environmental Report and copies of any other environmental reports on the Property in Seller's possession; (d) A copy of Seller's existing ALTA/ACSM Land and Improvements surveysurvey (the "Existing Survey"); (e) A copy of the executed Lease and any amendments thereto; (f) Soil boring logs; (g) If in Seller's possession, zoning information concerning the current zoning of the Property; (h) Site plans and building plans and specifications; (i) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer shall have an "Inspection Period Period" of 21 twenty-one (21) days from receipt of the foregoing to review and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEIBuyer's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 fifteen (15) days from the receipt of the last of the following to review (the "Review Period"); provided, however, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closingClosing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 fifteen (15) day review period as to a de minimis number of the following items that may not be available until several days prior to closingClosing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEIBuyer's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey the Existing Survey as provided to Buyer); (n) Proposed general warranty deed;

Delivery of Information by Seller. Within five (5) days of the Effective Date, Seller shall deliver or cause to be hereby confirms and agrees that Seller has delivered to Buyer Purchaser the following: (aA) A a copy of all title commitments for owner's and leasehold title insurance commitment issued by (collectively, the Title Company naming Buyer as "TITLE COMMITMENTS") and all surveys (collectively, the proposed insured and insuring Buyer "Surveys") in Seller's possession affecting the amount Specific Properties; (B) copies of the Purchase Price Leases, in Seller's possession relating to the Demised Premises; (C) a copy of all material and written contracts of management, maintenance, utility, service, supply or similar contracts or leases in Seller's possession which affect any of the Property or its operation, and any amendments, modifications or supplements thereto that create a contingent liability continuing beyond the Closing or which would otherwise continue beyond the Closing (the "Title CommitmentSERVICE CONTRACTS"); (bD) Copies a copy of all documents referred "as-built" plans and specifications in Seller's possession with respect to the Improvements; (E) a copy of all material licenses and permits in Seller's possession that are necessary for the Title Commitment ownership, occupancy and operation of the Improvements, including, without limitation, certificates of occupancy, to the extent assignable (the "Title Commitment DocumentsOPERATING PERMITS"); (cF) A a copy of any hazardous waste inspection reports and environmental site assessments in Seller's existing Phase I Environmental Report and copies of any other environmental reports on possession with respect to the Property (together with any updates to these reports and assessments obtained by Purchaser or Seller, the "Environmental Reports"); and (G) a copy of all guaranties and warranties, if any, pertaining to the Building Fixtures in Seller's possession; (d) A copy . The documents described in Section 2.1 are herein collectively called the "INFORMATIONAL DOCUMENTS" and the information contained in the Informational Documents is herein collectively called the "INFORMATION"). On or before August 14, 2000, Purchaser shall give Seller written notice of Seller's existing ALTA/ACSM Land any objections to matters Purchaser determines, in its reasonable discretion, materially and Improvements survey; (e) A copy adversely affect, for any reason, the marketability or value of the executed Lease and any amendments thereto; (f) Soil boring logs; (g) If Property designated as 999, located in Seller's possessionHolbrook, zoning information concerning the current zoning of the Property; (h) Site plans and building plans and specifications; (i) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer shall have an Inspection Period of 21 days from receipt of the foregoing to review and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 days from the receipt of the last of the following to review Massachusetts (the "Review PeriodXxxxxxxx Property"); provided, however, Buyer shall use its best efforts . In the event Purchaser fails to complete its review give a written notice to Seller of such items objections by August 14, 2000, Purchaser shall be deemed to have waived any objections to the Xxxxxxxx Property. In the event Purchaser gives a written notice to Seller of such objections by August 14, 2000, Purchaser shall either (1) accept title to the Xxxxxxxx Property in its current condition, in which event Purchaser's objections shall be deemed to have been waived for all purposes, or (2) elect to remove the Xxxxxxxx Property from this transaction only by written notice to Seller and the Title Company, in which case, notwithstanding anything herein to the contrary, the Purchase Price shall be reduced by $900,000. For purposes of this Section 2.1, a timely manner matter which may be objected to expedite by Purchaser hereunder (an "Objection") shall be deemed "material" if it would adversely affect the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis number value of the following items that may not be available until several days prior to closing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey as provided to Buyer); (n) Proposed general warranty deed;Xxxxxxxx Property by more than $25,000.

Delivery of Information by Seller. Within five (5) days of the Effective Date, Buyer acknowledges that Seller shall deliver has delivered or cause caused to be delivered to Buyer the following: (a) A Seller's existing policy of title insurance commitment ("Title Policy"), issued by the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount of the Purchase Price (the "Title Commitment")Company; (b) Copies of all documents referred to in the Title Commitment Policy (the "Title Commitment Policy Documents"); with respect to the Parking and Access Agreement, Buyer will review and notify Seller of any objections thereto within 5 business days of the Effective Date, (subject to Buyer's right to re-review the title commitment to be delivered pursuant to subparagraph 5(w) below, but solely with respect to matters not previously contained in seller's existing title policy and survey). In the event Buyer objects to anything contained within the Parking and Access Agreement (except the requirement by Buyer that Seller fulfill the monetary obligations thereunder by Escrow), Seller may terminate this Agreement; (c) A copy of Seller's existing Phase I Environmental Report and copies of any other environmental reports on the Property in Seller's possession; (d) A copy of Seller's existing ALTA/ACSM Land and Improvements survey; (e) A copy of the executed Lease and any amendments thereto; (f) Soil boring logsA soils report; (g) If in Seller's possession, zoning information concerning the current zoning of the Property; (h) Site plans and building plans and specifications,; (i) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Copy of the executed Guaranty and the Lease and any amendments thereto; (l) Two years of annual financial statements for the TenantGuarantor. Buyer shall have an Inspection Period of 21 business days from receipt of the foregoing Effective Date hereof to review and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 days from the receipt of the last of the following to review (the "Review Period"); provided, however, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis minimus number of the following items that may not be available until several days prior to closing: (lm) A copy of any items to be specifically assigned to Buyer under paragraph 1(c1d) and the proposed assignment thereof; (mn) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof shall be confined to matters not theretofore reflected on the Title Commitment Policy of Seller or Seller's existing survey as provided to Buyer); (no) Proposed general warranty deed; (p) Balance Sheet of Seller; (q) An original Reliance Letter certified to Buyer from the engineer who prepared the Seller's Phase I Environmental Report; (r) Certificate of Occupancy, and Certificate of Completion from a project architect or general contractor certifying that as of the date thereof and to their best knowledge, the Improvements have been completed in accordance with the plans and specifications and the soils report for the Property and substantially comply with all applicable rules and regulations of governmental authorities having jurisdiction over the Property and the objective standards of the Americans with Disabilities Act; (s) Certificate of Insurance evidencing Tenant's compliance with the Lease requirements; (t) A project cost statement, signed by Seller, itemizing in percentages totaling 100%, the following costs: land acquisition, soft costs, building construction, and site work; (u) Copies of all warranties, and assignments thereof, issued to or required to be provided to Tenant as designated in the Lease; (v) Affirmative coverage, or an endorsement or endorsements from the Title Company, insuring Buyer (and agreeing to provide the same coverage to Buyer's successors and assigns in subsequently purchased policies) that the right of first refusal in the Parking and Access Agreement has been terminated; (w) A title insurance commitment issued by the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount of the Purchase Price, accompanied, unless previously provided, by true copies of all documents that are exceptions to coverage. The documents described in this Section are herein collectively called the "DOCUMENTS," and the information contained in the Documents is herein collectively called the "INFORMATION." Seller further agrees to deliver to Buyer any information that shall come to Seller's attention prior to the closing that shall materially, adversely impact the Documents, the Information, the Property, or the Tenant. Buyer shall have a right to terminate this Agreement based upon such materially adverse information and shall receive the return of its Earnest Money together wixx xxx interest thereon if this Agreement is so terminated on such basis.

Delivery of Information by Seller. (a) Purchaser shall take all steps reasonably necessary to obtain, within forty- five (45) days after the Effective Date, a commitment for title insurance (the “Title Commitment”). Within five (5) business days after the Effective Date, Seller, at its expense, shall deliver or cause to be delivered to Purchaser true, complete and legible copies of the most current survey and existing title insurance policies or commitments of the Property in its possession or readily obtainable at no or minimal cost. Purchaser may obtain an updated ALTA survey (the “Survey”) at its expense. (b) Within five (5) business days of the Effective Date, Seller shall deliver or cause to be delivered to Buyer Purchaser: (i) all Plans and Reports prepared by third parties in Seller’s possession or readily obtainable at no or minimal cost to Seller; and (ii) all information in Seller’s possession regarding zoning, site planning, and land use entitlements for the following: Property (a) A title insurance commitment issued by collectively, the Title Company naming Buyer as “Due Diligence Items”). At any time during the proposed insured and insuring Buyer in the amount term of the Purchase Price (the "Title Commitment"); (b) Copies of all documents referred to in the Title Commitment (the "Title Commitment Documents"); (c) A copy of Seller's existing Phase I Environmental Report and this Agreement, Seller shall immediately provide Purchaser with copies of any Due Diligence items prepared by or on behalf of, or received by, Seller after the initial delivery of the Due Diligence Items pursuant to this Section 4(b). Except as set forth in this Agreement, Purchaser acknowledges and agrees that Seller does not make any representation or warranty, express or implied, as to the accuracy or completeness of any Due Diligence Items, nor as to any other environmental reports on information which may be contained in the Property in Seller's possession; (d) A copy files of Seller's existing ALTA/ACSM Land and Improvements survey; . Upon termination of this Agreement for any reason, the Due Diligence Items shall be promptly returned to Seller (e) A copy which obligation shall survive the termination of the executed Lease and any amendments thereto; (f) Soil boring logs; (g) If in Seller's possession, zoning information concerning the current zoning of the Property; (h) Site plans and building plans and specifications; (i) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenantthis Agreement). Buyer shall have an Inspection Period of 21 days from receipt of Notwithstanding the foregoing provisions of this Section 4(b), Purchaser shall not be obligated to review and approve the foregoing delete or terminate this Agreement erase Due Diligence Items that are automatically saved in an archived computer backup system in accordance with the terms existing security and/or disaster recovery procedures and Purchaser may retain copies of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own expense, shall provide Buyer Due Diligence Items to comply with the following, which Buyer shall have 15 days from the receipt of the last of the following to review (the "Review Period")legal or regulatory requirements; provided, however, Buyer shall use its best efforts to complete its review of that any such items in a timely manner to expedite the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis number of the following items that may not be available until several days prior to closing: (l) A copy of any items retained physical or electronic copies continue to be specifically assigned held confidential pursuant to Buyer under paragraph 1(c) and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof shall be confined to matters not theretofore reflected on the Title Commitment terms of Seller or Seller's existing survey as provided to Buyer); (n) Proposed general warranty deed;this Agreement.

Delivery of Information by Seller. Within five (5) business days of the Effective Date, Seller shall deliver or cause to be delivered to Buyer the following: (a) A title insurance commitment issued by by-the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount of the Purchase Price (the "Title CommitmentTITLE COMMITMENT"); (b) Copies of all documents referred to in the Title Commitment (the "Title Commitment DocumentsTITLE COMMITMENT DOCUMENTS"); (c) A copy of Seller's existing Phase I Environmental Report and copies of any other environmental reports on the Property in Seller's possession; (d) A copy of Seller's existing ALTA/ACSM Land and Improvements surveysurvey (the "EXISTING SURVEY"); (e) A copy of the executed Lease and any amendments thereto; (f) Soil boring logsA copy of the executed Guaranty of Lease and any amendments or modifications thereto; (g) Any soil boring logs, geotechnical or other engineering reports; (h) If in Seller's possession, zoning information concerning the current zoning of the Property; (hi) Site plans and building plans and specifications; (ij) Names, addresses and phone numbers of utility companies servicing the Property;; and (jk) Copy of current real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer shall have an Inspection Period "INSPECTION PERIOD" of 21 fifteen (15) business days from receipt of the last of the foregoing to review and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEIBuyer's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 fifteen (15) days from the receipt of the last of the following to review (the "Review PeriodREVIEW PERIOD"); provided, however, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closingClosing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 fifteen (15) day review period as to a de minimis number of the following items that may not be available until several days prior to closingClosing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) ). The form of said Assignment and the proposed assignment thereofAssumption of Warranties, Guaranties, Indemnities and Intangibles shall be as attached hereto as EXHIBIT D; (m) A current ALTA As-Built Survey Survey, certified to Buyer and Title Company (AEIBuyer's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey the Existing Survey as provided to Buyer); (n) Proposed general warranty deed;

Delivery of Information by Seller. Within five (5) days of the Effective Date, Seller shall deliver or cause to be delivered to Buyer the following: (a) A Seller, at its expense, has previously delivered to Purchaser the information identified on Schedule 1 (the "Documents"). (b) Purchaser has ordered a commitment for title insurance commitment issued by the Title Company naming Buyer as the proposed insured and insuring Buyer in the amount of the Purchase Price (the "Title Commitment"); ) from First American Title Insurance Company (bthe "Title Company") Copies setting forth the status of the title of the Land and Improvements and showing any liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions, and all other matters of record affecting the Land or Improvements; and true, complete, and legible copies of all documents referred to in the Title Commitment (the "Title Commitment Documents");. (c) A copy Seller has ordered an update of SellerALTA/ACSM Land Title Survey of the Land and Improvements dated July 2000 prepared by VIKA Incorporated (the "Survey") which shall be certified to Purchaser, Purchaser's existing Phase I Environmental Report lender and copies the Title Company. Seller shall be responsible for the cost of the updated Survey. Copies of the same have been furnished to Purchaser prior to the issuance of the updated Survey. Purchaser shall be responsible for review of such updated Survey and will deal directly with Vika in obtaining any other environmental reports on the Property in Seller's possession;revisions thereto. (d) A copy of Seller's existing ALTA/ACSM Land and Improvements survey; Within three (e3) A copy of days after the executed Lease and any amendments thereto; (f) Soil boring logs; (g) If in Seller's possessionEffective Date, zoning information concerning the current zoning of the Property; (h) Site plans and building plans and specifications; (i) Names, addresses and phone numbers of utility companies servicing the Property; (j) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer shall have an Inspection Period of 21 days from receipt of the foregoing to review and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own sole cost and expense, shall provide Buyer order current searches of all Uniform Commercial Code financing statements filed with the following, which Buyer shall have 15 days from the receipt Secretaries of State of the last Delaware and the Commonwealth of Virginia against Seller reflecting all effective financing statements then of record relating to the following to review Property or any part thereof (the "Review PeriodUCC Searches"); provided, however, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period as to a de minimis number . Copies of the following items that may not be available until several days prior to closing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof same shall be confined furnished to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey as provided to Buyer); (n) Proposed general warranty deed;Purchaser.

Delivery of Information by Seller. (a) Within five seven (57) business days of following the Effective Date, Seller shall deliver or cause to be delivered to Buyer the following: (a) A Purchaser a current title insurance commitment for each Site other than the Retail Parcel (as defined on Exhibit A) (collectively, the “Title Commitment”) issued by Fidelity National Title Groups National Commercial Division, 8000 X. Xxxxx Ave., Suite 900, Denver, CO 80237, Attn: Cxxxxxx X Xxx, Email cxxx@xxx.xxx, Phone (000) 000-0000 (“Fidelity”), and with respect to the Retail Parcel: First Integrity Title Company naming Buyer Company, 1000 00xx Xxxxxx, Xxx 0000, Xxxxxx, XX 00000, Attn: Vxxxxxxx Xxxxxxx, Email: Vxxxxxxx.Xxxxxxx@XxxxxXxxxxxxxxXxxxx.xxx, Phone: (000) 000-0000 (referred to herein collectively with Fidelity, applicable as context requires, the proposed insured “Title Company”) together with true, complete, and insuring Buyer in the amount legible copies of all of the Purchase Price (the "Title Commitment"); (b) Copies of all documents referred to in the Title Commitment as exceptions to title to each Site (collectively all Title Commitments and underlying exception documents shall be referred to as the "“Title Commitment Documents"”);, showing marketable title to each Site to be vested in the respective Seller and committing to insure such title to each Site in Purchaser by the issuance of a 2006 ALTA form of extended coverage policy of owner’s title insurance, with the standard printed exceptions deleted, in the amount of the Site Purchase Price (or in the case of multiple Title Commitments for each Site, in the amount of the Site Purchase Price), subject to the satisfaction of the requirements of the instruments to be delivered at the Closing as contemplated hereby and any affidavits and agreements of Purchaser and Seller which the Title Company requires in connection with deletion of the standard printed exceptions. (cb) A copy of Seller's existing Phase I Environmental Report and Within seven (7) business days after the Effective Date, Seller shall deliver, or cause to be delivered to Purchaser copies of any other environmental reports on all documents and information in Seller’s possession or control regarding the Property in Seller's possession; (d“Property Materials”), including the following: (i) A copy any and all existing surveys of Seller's existing ALTA/ACSM Land and Improvements survey; (e) A copy of the executed Lease and all or any amendments thereto; (f) Soil boring logs; (g) If in Seller's possession, zoning information concerning the current zoning portion of the Property; ; (hii) Site plans any and building plans all soils condition reports and specifications; (i) Names, addresses any and phone numbers all environmental assessment reports and any and all endangered species and habitat reports on all or any portion of utility companies servicing the Property; ; (jiii) Copy of real estate tax statement; (k) Two years of annual financial statements for the Tenant. Buyer shall have an Inspection Period of 21 days from receipt any and all water and sewer studies, engineering studies, zoning information, and marketing studies relating to all or any portion of the foregoing Property; (iv) any and all plans, specifications, licenses, permits (including building permits, occupancy permits, special use permits), authorizations and approvals relating to review the Property; and, (v) any and approve the foregoing or terminate this Agreement in accordance with the terms of subparagraph 6(b) below in AEI's sole discretion. Seller, at its own expense, shall provide Buyer with the following, which Buyer shall have 15 days from the receipt all of the last Leases (including all amendments or ancillary documents thereto), subleases or other contracts or agreements relating to the Property, the availability of utilities or access to all or any portion of the following Property, and investigations of any requirements which may be imposed by governmental or quasi-governmental authorities relative to review (all or any portion of the "Review Period"); Property. Except as herein provided, howeverthe Property Materials shall be delivered to Purchaser without representations or warranties of any kind, Buyer shall use its best efforts to complete its review of such items in a timely manner to expedite the transaction toward closing, and shall waive (in Buyer's sole but reasonable discretion) the requirement of an entire 15 day review period including no warranties as to a de minimis number the accuracy nor completeness thereof. Notwithstanding anything contained herein to the contrary, Seller hereby represents and warrants that the Property Materials provided or to be provided by Seller to Purchaser hereunder are complete copies of the following items that may not be available until several days prior to closing: (l) A copy of any items to be specifically assigned to Buyer under paragraph 1(c) information in Seller’s possession and the proposed assignment thereof; (m) A current ALTA As-Built Survey certified to Buyer and Title Company (AEI's review thereof shall be confined to matters not theretofore reflected on the Title Commitment of Seller or Seller's existing survey as provided to Buyer); (n) Proposed general warranty deed;control.