Common use of Intentionally Deleted Clause in Contracts

Intentionally Deleted. Prior to the date hereof, Contributors shall have directed Land Title Guarantee Company (the "Title Company"), as agent for Chicago Title Insurance Company, to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy of the same to Contributors and their counsel. If any defects, objections or exceptions in the title to the Real Property appear in the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept under the terms of this Agreement, Contributors may, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; and (iii) defects, objections or exceptions which can be removed by payments not to exceed $100,000.00 in the aggregate. Contributors, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with Contributors prior to causing any other person or entity to request any inspection of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreement.

Intentionally Deleted. Prior All representations and warranties made hereunder by Contributor and in this Agreement shall survive the Closing Date for a period of one (1) year, except that the representations and warranties set forth in clauses (a), (c), (w) and (z) of Section 5.1 shall survive such Closing Date for the applicable period of the statute of limitations (unless otherwise specified herein), and shall not be merged in the delivery of the Deed. Notwithstanding the foregoing, to the date hereof, Contributors extent that a Tenant shall have directed Land Title Guarantee Company certify in its Estoppel Certificate (the "Title Company"), as agent for Chicago Title Insurance Company, defined below) as to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy any of the same to Contributors and their counsel. If any defects, objections or exceptions matters which are contained in the title to the Real Property appear representations and warranties made by Contributor in the Title Commitment (other than the Permitted EncumbrancesSection 5.1(f) which MCRLP is not required to accept under the terms of this Agreement, Contributors maythen Contributor's representations and warranties as to such matters shall be of no force or effect to the extent of any conflict. Pacifica Holding Company, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amountColorado corporation; and Pacifica Holding Company, a Colorado limited liability company (iiicollectively, "Guarantor"); and Contributor, jointly and severally, shall, pursuant to a separate indemnity agreement (the "Indemnity Agreement") defects, objections or exceptions which can be removed by payments not to exceed $100,000.00 in the aggregate. Contributorsform attached hereto as Schedule 5.3, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions indemnify and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors defend Xxxx-Xxxx and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. and to hold Xxxx-Xxxx and MCRLP covenant harmless, from and agree that they shall consult with Contributors prior to causing against any other person and all claims, liabilities, losses, deficiencies and damages as well as reasonable expenses (including attorney's, consulting and engineering fees), and interest and penalties related thereto, incurred by Xxxx-Xxxx or entity to request MCRLP by reason of or resulting from any inspection breach, inaccuracy, incompleteness or non-fulfillment of the Real Property by any governmental entityrepresentations, warranties, covenants and agreements of Contributor contained in this Agreement to the full extent that Contributor would otherwise have been liable therefor under the provisions of this Agreement. Contributors recognize that The foregoing indemnity shall be deemed to be material to MCRLP and Xxxx-Xxxx'x obligation to perform hereunder and MCRLP's due diligence necessitates said inspectionshall survive the Closing. Notwithstanding the foregoing, the members of Contributor shall have no liability for any loss resulting from any breach of the foregoing representations and warranties. In addition, except as set forth in Section 28, MCRLP shall not have a right to bring a claim against Contributor by virtue of any of the representations or warranties being false or misleading unless and until the aggregate damages to MCRLP and/or Xxxx-Xxxx and are reasonably expected to exceed $100,000.00, but thereafter MCRLP agree that they shall conduct any due diligence with such governmental entity with and/or Xxxx-Xxxx may bring a view toward maintaining claim against Contributor for the confidentiality entire amount of the transaction contemplated by this Agreementits aggregate damages.

Intentionally Deleted. Prior to the date hereofTenant does not observe, Contributors shall have directed Land Title Guarantee Company (the "Title Company"), as agent for Chicago Title Insurance Company, to prepare a title insurance search perform and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy keep all of the same covenants, agreements, stipulations, obligations, conditions and other provisions of this Lease to Contributors be observed, performed and their counsel. If any defectskept by the Tenant and persists in such default, objections or exceptions in the title to case of monetary payments beyond forty-eight (48) hours in case of a default under Article 9, beyond the Real Property appear ten (10) day period stipulated in Subsection 16.1.1, or in the Title Commitment case of any other default (other than one described in Subsection 16.6.2), for more than thirty (30) days after written notice from the Permitted EncumbrancesLandlord requiring that the Tenant rectify such default, or in the case of any such default which would reasonably require more than thirty (30) which MCRLP is not required days to accept under rectify, unless the terms Tenant commences rectification within that thirty (30) day notice period and thereafter diligently proceeds with the rectification of any such default; then such failure, shall by the mere lapse of time for the performance of such obligation, constitute a default and a breach of this AgreementLease, Contributors mayand in each of such cases, and at their electionthe option of the Landlord this Lease may be ipso facto resiliated, undertake the Term will then immediately become forfeited, and the Landlord may forthwith re-enter the Premises or any part thereof and in the name of the whole repossess and enjoy same and bolt the locks, the whole notwithstanding anything to eliminate such unacceptable defectsthe contrary contained in this Lease or in any statute or law, objections or exceptionsincluding, it being agreed that except as provided belowbut not limited to, Contributors Article 1863 of the Civil Code of Quebec, and without prejudice to Landlord’s other rights and recourses in the circumstances. Upon resiliation, the Landlord shall have no obligation be immediately entitled to incur payment of the equivalent of Basic Rent and Additional Rent for the then current month and for the next succeeding three (3) months, and the Landlord may immediately claim the same together with any expense arrears then unpaid and any other amounts owing to the Landlord by the Tenant (including, without limitation, alt cash allowances, inducements, payments and the value of any Rent free periods conferred on the Tenant in connection with curing such defectsthe Premises) under reserve of and without prejudice to all of the Landlord’s other rights, objections remedies and recourses. In the case of resiliation resulting from bankruptcy or exceptionsinsolvency, other than (i) judgments against any Contributor or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; and (iii) defects, objections or exceptions which can be removed by payments not to exceed $100,000.00 in the aggregate. ContributorsLandlord will, in their discretionaddition to all of its other rights, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defectsremedies and recourses, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title entitled to the Real Property from equivalent of three (3) months Basic Rent and after the date of the first issuance of the Title Commitment for said PropertyAdditional Rent then payable on a monthly basis, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with Contributors prior to causing any other person or entity to request any inspection of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreementas accelerated rent.

Intentionally Deleted. Prior Notwithstanding anything to the date hereofcontrary contained in this Xxxxxxxxx 00, Contributors Xxxxxxxx shall consent to (and Landlord shall not have directed Land Title Guarantee Company any right to recapture any space pursuant to Paragraph 11(c) or any right to payment of excess Rent pursuant to Paragraph 11(f) with respect to or to collect any transfer fee) an assignment of this Lease or a sublease of all or part of the Premises by Tenant to any person or entity that is a subsidiary of Tenant or any person or entity which, directly or indirectly, controls Tenant or is controlled by Tenant or is under common control with Tenant, or to any entity into or with which Tenant may be merged, converted or consolidated or to which all or substantially all of the ownership interests or assets of Tenant are sold as a going concern (the "Title Company"collectively a “Successor”), subject to the following conditions (each, a “Permitted Transfer”); (1) Tenant is not in default hereunder (beyond any applicable notice and cure period); (2) Tenant remains liable for all of its obligations under this Lease (or with respect to an assignment of Tenant’s entire interest in this Lease to a Successor or if Tenant otherwise ceases to exist as agent for Chicago Title Insurance Companya result of or following the transaction, the Successor must assume, in a document reasonably satisfactory to prepare a title insurance search Landlord, all of Tenant’s obligations under this Lease); (3) the nature and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy character of the same to Contributors use of the Premises shall remain the same, and their counsel. If any defects, objections or exceptions in the title to the Real Property appear in the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept under the terms of this Agreement, Contributors may, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors Tenant shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; and (iii) defects, objections or exceptions which can be removed by payments not to exceed $100,000.00 in the aggregate. Contributors, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance otherwise comply with the terms of this Agreement on Paragraph 11 and this Lease; (4) Tenant shall have notified Landlord (and provided Landlord with a copy of the applicable assignment or before sublease document and evidence reasonably satisfactory to Landlord of compliance with this Paragraph 11(1) and with the OFAC requirements as hereafter provided) in writing promptly following the effective date of such adjourned date for assignment or subletting, and (5) the Closingtransaction shall not be a subterfuge to avoid Tenant’s obligations under this Lease. The occurrence of a Permitted Transfer shall not waive Landlord’s rights with respect to any subsequent assignment, MCRLP sublease or other transfer. The terms “control”, “controlled by” or “under common controlled with” shall elect either mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such controlled person or entity; the ownership, directly or indirectly, of at least fifty-one percent (i51%) to terminate this Agreement by notice given to Contributors, in which event of the provisions of Section 23.2(a) shall applyvoting securities of, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction possession of the consideration to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering vote, in the Real Property ordinary direction of its affairs, at least fifty-one percent (post-closing51%) for of the benefit of adjacent properties owned by Owner (or voting interest in, any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with Contributors prior to causing any other person or entity shall be presumed to request any inspection constitute such control. Notwithstanding anything to the contrary contained herein, provided that there is no change in the executive management of the Real Property by Tenant, any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they change of control which occurs through a pledge or sale of Tenant’s equity in connection with financing and/or raising capital shall conduct any due diligence with such governmental entity with also be deemed a view toward maintaining the confidentiality of the transaction contemplated by Permitted Transfer under this AgreementLease.

Intentionally Deleted. Prior All representations and warranties made hereunder by Contributor and in this Agreement shall survive the Closing Date for a period of one (1) year, except that the representations and warranties set forth in clauses (a), (c), (w) and (z) of Section 5.1 shall survive such Closing Date for the applicable period of the statute of limitations (unless otherwise specified herein), and shall not be merged in the delivery of the Deed. Notwithstanding the foregoing, to the date hereof, Contributors extent that a Tenant shall have directed Land Title Guarantee Company certify in its Estoppel Certificate (the "Title Company"), as agent for Chicago Title Insurance Company, defined below) as to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy any of the same to Contributors and their counsel. If any defects, objections or exceptions matters which are contained in the title to the Real Property appear representations and warranties made by Contributor in the Title Commitment (other than the Permitted EncumbrancesSection 5.1(f) which MCRLP is not required to accept under the terms of this Agreement, Contributors maythen Contributor's representations and warranties as to such matters shall be of no force or effect to the extent of any conflict. Pacifica Holding Company, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amountColorado corporation; and Pacifica Holding Company, a Colorado limited liability company (iiicollectively, "Guarantor"); and Contributor, jointly and severally, shall, pursuant to a separate indemnity agreement (the "Indemnity Agreement") defects, objections or exceptions which can be removed by payments not to exceed $100,000.00 in the aggregate. Contributorsform attached hereto as Schedule 5.3, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions indemnify and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors defend Xxxx- Xxxx and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. and to hold Xxxx-Xxxx and MCRLP covenant harmless, from and agree that they shall consult with Contributors prior to causing against any other person and all claims, liabilities, losses, deficiencies and damages as well as reasonable expenses (including attorney's, consulting and engineering fees), and interest and penalties related thereto, incurred by Xxxx-Xxxx or entity to request MCRLP by reason of or resulting from any inspection breach, inaccuracy, incompleteness or non- fulfillment of the Real Property by any governmental entityrepresentations, warranties, covenants and agreements of Contributor contained in this Agreement to the full extent that Contributor would otherwise have been liable therefor under the provisions of this Agreement. Contributors recognize that The foregoing indemnity shall be deemed to be material to MCRLP and Xxxx-Xxxx'x obligation to perform hereunder and MCRLP's due diligence necessitates said inspectionshall survive the Closing. Notwithstanding the foregoing, the members of Contributor shall have no liability for any loss resulting from any breach of the foregoing representations and warranties. In addition, except as set forth in Section 28, MCRLP shall not have a right to bring a claim against Contributor by virtue of any of the representations or warranties being false or misleading unless and until the aggregate damages to MCRLP and/or Xxxx-Xxxx and are reasonably expected to exceed $100,000.00, but thereafter MCRLP agree that they shall conduct any due diligence with such governmental entity with and/or Xxxx-Xxxx may bring a view toward maintaining claim against Contributor for the confidentiality entire amount of the transaction contemplated by this Agreementits aggregate damages.

Intentionally Deleted. Prior to the date hereof, Contributors shall have directed Land Title Guarantee Company ARTICLE 26. Section 6.7 (the "Title Company"), as agent for Chicago Title Insurance Company, to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy of the same to Contributors and their counsel. If any defects, objections or exceptions in the title to the Real Property appear in the Title Commitment (other than the Permitted EncumbrancesFEES AND EXPENSES) which MCRLP is not required to accept under the terms of this AgreementAgreement presently reads as follows: "All costs, Contributors may, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense fees and expenses incurred in connection with curing the Merger, this Agreement (including all instruments and agreements prepared and delivered in connection herewith), and the transactions contemplated by this Agreement shall be paid by the party incurring such defectsfees or expenses; provided that, objections or exceptionsthe Company shall cause all of its fees and expenses to be paid prior to the Merger, other than and shall cause it's principal creditors (including, without limitation, its investment bankers, attorneys and accountants) in respect of transaction costs to confirm to Parent immediately prior to the Effective Time that all such fees and expenses are paid and none are unbilled. In further explication of the preceding sentence, but without limiting the same, all costs, fees and expenses (including, but not limited to, legal and accounting fees) incurred by the Company in connection with the Proxy/Information Statement shall be paid by the Company; provided, that the parties acknowledge and agree that the Parent shall take the lead in preparing the Form S-4, and the Parent shall pay its legal and accounting expenses in connection with the Form S-4 and the Resale Prospectus." The second sentence of Section 6.7 of the Agreement shall be deleted in its entirety and replaced with the following: "In further explication of the preceding sentence, but without limiting the same, all costs, fees and expenses (including, but not limited to, legal and accounting fees) incurred by the Company in connection with the Proxy Statement and the PPM shall be paid by the Company, and the Company shall take the lead in preparing the Proxy Statement, provided, that the parties acknowledge and agree that Parent shall take the lead in preparing the PPM, and Parent shall pay the legal and accounting expenses that Parent incurs in connection with the PPM and the Proxy Statement." ARTICLE 27. Section 6.9(b) (CORPORATE GOVERNANCE OF PARENT) presently reads as follows: "At the Effective Time, (i) judgments against any Contributor or Owner; Parent's directors not continued in office as hereinafter provided shall resign, (ii) mortgages or other liens which can the board shall be satisfied by payment of a liquidated amount; increased from five to seven directors, and (iii) defectsthe seven seats initially shall be filled by vote of the Parent's directors continuing in office to fill the vacancies so created, objections or exceptions which can as follows: the Chairman and CEO shall be removed Cxxxxxxxxxx Every, three directors (at least two (2) of whom shall be independent) shall be appointed by payments Parent with the consent of Company, not to exceed $100,000.00 in be unreasonably withheld, and three directors (at least two (2) of whom shall be independent) shall be appointed by the aggregate. Contributors, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying Company with the foregoing requirementsconsent of Parent, Contributors are unable not to eliminate all unacceptable defectsbe unreasonably withheld, objections or exceptions to serve in accordance with the terms Parent's articles of this Agreement on or before such adjourned date for the Closing, MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions incorporation and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (postby-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with Contributors prior to causing any other person or entity to request any inspection of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreementlaws."

Intentionally Deleted. Prior Seller shall use good faith efforts to cause all of the tenants to execute and deliver to Purchaser estoppel certificates in the form attached hereto as Exhibit “D” and incorporated herein by reference, provided that, to the extent the applicable Leases call for forms of estoppel certificates which differ from the form attached as Exhibit “D” the form required under such Leases shall be deemed to be the required form for purposes hereof. In the event that, prior to the expiration of the date hereoffive (5) days before the Closing Date, Contributors shall have directed Land Title Guarantee Company estoppel certificates in the form called for above (and not alleging any then ongoing default on Seller’s part and confirming the "Title Company")material business terms of the applicable Lease) from each tenant individually occupying more than 10,000.00 square feet (collectively, as agent for Chicago Title Insurance Company, to prepare a title insurance search the “Major Tenants”) and commitment for owner's title insurance policy for from Tenants occupying 75% of the balance of the occupied area of the Real Property have not been delivered to Purchaser (the "Title Commitment"“Minimum Estoppel Threshold”). MCRLP , then Purchaser shall, at its option and as its sole and exclusive remedies, have the right to either: (a) terminate this Contract upon written notice thereof to Seller at least one (1) day prior to the Closing Date, in which event, Purchaser shall cause the Title Company to promptly deliver receive a copy refund of the same Deposit, and Purchaser and Seller shall each be relieved of any and all liability under this Contract, except such liability under this Contract expressly stated herein to Contributors and their counsel. If any defects, objections survive such termination or exceptions in (b) Purchaser may elect to extend the title to the Real Property appear in the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept under the terms Closing Date for an additional period of this Agreement, Contributors may, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; and (iii) defects, objections or exceptions which can be removed by payments time not to exceed $100,000.00 in the aggregate. Contributors, in their discretion, may adjourn the Closing for up to sixty thirty (6030) days upon written notice to Seller at least two (2) days prior to the original Closing Date in order to eliminate unacceptable defectsenable Seller to continue to pursue such requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold. If Seller is still not able to obtain the requisite estoppel certificates which will satisfy the Minimum Estoppel Threshold within such additional thirty (30) day period, objections then either Seller or exceptionsPurchaser shall have the right, at its respective sole option and as its respective sole and exclusive remedy, to terminate this Contract upon notice thereof to the other party within five (5) days after the expiration of such thirty (30) day period; in which event, Purchaser shall receive a refund of the Deposit and thereafter neither Seller nor Purchaser will have any further liability, obligation or responsibility to the other under this Contract, except as otherwise expressly provided in this Contract. If, after complying with If Purchaser elects to extend the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions Closing Date in accordance with the terms of this Agreement Section, then Closing will occur within five (5) days after Seller delivers to Purchaser the requisite estoppel certificates that satisfy the Minimum Estoppel Threshold. Purchaser shall have the option to waive the Seller’s condition precedent to Closing set forth in this Section by written notice to Seller, whereupon such condition will be deemed satisfied. In addition, Seller shall use good faith efforts to cause all tenants to execute and deliver to Purchaser subordination, non-disturbance and attornment agreements (collectively, “SNDAs”) in favor of Purchaser’s institutional first mortgage lender in the forms required under and/or on terms stipulated in the respective Leases or if any of the respective Leases do not require a form or stipulate any specific terms, then in the form attached hereto as Exhibit “E”. In the event that SNDAs from the Major Tenants and from any other Tenant with a recorded leasehold interest has not been executed and returned to Purchaser on or before such adjourned date for the Closing, MCRLP until the same are so returned, either party shall elect either (i) have the right to terminate this Agreement by Contract upon notice given to Contributorsthe other, in which event the provisions of Section 23.2(a) Purchaser shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction a refund of the consideration to Deposit, and be given hereunder for the Property. Contributors relieved of any and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Propertyall liability under this Contract, except for the right such liability under this Contract expressly stated herein to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with Contributors prior to causing any other person or entity to request any inspection of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with survive such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreementtermination.

Intentionally Deleted. Prior All representations and warranties made in this Agreement by Owner and the Contributors and those representations and warranties made by the Contributors and the Contributor Unit Holders in the certificate executed by each and delivered pursuant to Exhibit 10.2(ee) shall survive the Closing Date for a period of one (1) year, except that the representations and warranties set forth in clauses (a), (c), (w), (z) and (dd) through (hh) of Section 5.1 shall survive such Closing Date for the applicable period of the statute of limitations (unless otherwise specified herein), and shall not be merged in the Interest Assignments. Notwithstanding the foregoing, to the date hereofextent that a Tenant shall certify in its Estoppel Certificate (as defined below) as to any of the matters which are contained in the representations and warranties made by Owner and/or Contributors in Section 5.1(f) of this Agreement, Contributors then such representations and warranties as to such matters shall have directed Land Title Guarantee Company be of no further force or effect to the extent of any conflict. Apollo Real Estate Investment Fund II, L.P., a Delaware limited partnership; Pacifica Holding Company, a Colorado corporation; and Pacifica Holding Company, a Colorado limited liability company (collectively, "Guarantor"), and Contributors, jointly and severally, shall, pursuant to a separate indemnity agreement (the "Title CompanyIndemnity Agreement") in the form attached hereto as Exhibit 5.3, indemnify and defend MCRLP and Xxxx-Xxxx, and to hold MCRLP and Xxxx-Xxxx harmless, from and against any and all claims, liabilities, losses, deficiencies and damages as well as reasonable expenses (including attorney's, consulting and engineering fees), as agent for Chicago Title Insurance Companyand interest and penalties related thereto, to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). incurred by MCRLP shall cause the Title Company to promptly deliver a copy by reason of or resulting from any breach, inaccuracy, incompleteness or non-fulfillment of the same to representations, warranties, covenants and agreements of Owner and Contributors and their counsel. If any defects, objections or exceptions contained in the title this Agreement to the Real Property appear in full extent Owner or the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept Contributors would be liable therefor under the terms of this Agreement. The foregoing indemnity shall be deemed to be material to MCRLP and Xxxx-Xxxx'x obligation to perform hereunder and shall survive the Closing. Notwithstanding the foregoing, Contributors mayXxxxxx X. Xxxxxxx XXX, at their electionXxxxxxx X. Xxxxxxx XXX, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Xxxxxx Xxxxx XXX and the members of Contributors shall have no obligation liability for any loss resulting from any breach of the foregoing representations and warranties. In addition, except as set forth in Section 28, MCRLP and Xxxx-Xxxx shall not have a right to incur bring a claim against Contributors by virtue of any expense in connection with curing such defects, objections of the representations or exceptions, other than (i) judgments against any Contributor warranties being false or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; misleading unless and (iii) defects, objections or exceptions which can be removed by payments not until the aggregate damages to MCRLP and/or Xxxx-Xxxx are reasonably expected to exceed $100,000.00 in the aggregate. Contributors100,000.00, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, but thereafter MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. 122 and/or Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with may bring a claim against Contributors prior to causing any other person or entity to request any inspection for the entire amount of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreementits aggregate damages.

Intentionally Deleted. Prior The provisions of this Section shall be applicable if ------------- there shall occur, during the Term of this Lease, or prior to the date hereofcommencement thereof, Contributors shall have directed Land Title Guarantee Company (the "Title Company"), as agent for Chicago Title Insurance Company, to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy of the same to Contributors and their counsel. If any defects, objections or exceptions in the title to the Real Property appear in the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept under the terms of this Agreement, Contributors may, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor strike(s), lockout(s) or Ownerlabor dispute(s); (ii) mortgages the inability to obtain labor or other liens which can be satisfied by payment of a liquidated amountmaterials, or reasonable substitutes therefor; and (iii) defectsacts of God, objections weather conditions, governmental restrictions, regulations or exceptions which can controls, enemy or hostile governmental action, civil commotion, fire or other casualty, or other conditions similar to those enumerated in this item (iii) beyond the reasonable control of the party obligated to perform; or (iv) delays due to the act or omission of the other party. If Landlord or Tenant shall, as the result of any of the above-described events, fail punctually to perform any obligation on its part to be removed by payments performed under this Lease, then such failure shall be excused and not to exceed $100,000.00 in the aggregate. Contributors, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms be a breach of this Agreement on Lease by the party in question, but only to the extent occasioned by such event. If any right or option of either party to take any action under or with respect to this Lease is conditioned upon the same being exercised within any prescribed period of time or at or before a named date, then such adjourned prescribed period of time and such named date shall be deemed to be extended or delayed, as the case may be, for a period equal to the Closingperiod of the delay occasioned by any above-described event. Notwithstanding anything herein contained, MCRLP however, (a) the provisions of this Section shall elect either not be applicable to Tenant's obligations to pay Rent or any other sums, monies, costs, charges or expenses required to be paid by Tenant hereunder, (ib) with respect to terminate this Agreement by notice given to Contributors, in which event Tenant's obligations under the provisions of Section 23.2(a7.2, only the events described in item (iii) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance sentence of the Title Commitment for said Property, except this Section shall be deemed to be applicable for the right to reserve easements for utilities purposes of this Section, and ingress and egress encumbering (c) the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent Commencement Date shall not be unreasonably withheld or delayed. Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with Contributors prior to causing any other person or entity to request any inspection of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreement.as set forth in Section 4.1 hereof

Intentionally Deleted. Prior to the date hereof, Contributors shall have directed Land Title Guarantee Company (the "Title Company"), as agent for Chicago Title Insurance Company, to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy of the same to Contributors and their counsel. If any defects, objections or exceptions in the title to the Real Property appear in the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept under the terms of this Agreement, Contributors may, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor or OwnerPDPII; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; and (iii) defects, objections or exceptions which can be removed by payments not to exceed $100,000.00 in the aggregate. Contributors, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors and Owner PDPII agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner PDPII (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with Contributors prior to causing any other person or entity to request any inspection of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreement.

Intentionally Deleted. Prior The AZIW Representations are subject to the date hereof, Contributors shall have directed Land Title Guarantee Company (the "Title Company"), as agent for Chicago Title Insurance Company, to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). MCRLP shall cause the Title Company to promptly deliver a copy of the same to Contributors and their counsel. If any defects, objections or exceptions in the title to the Real Property appear in the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept under the terms of this Agreement, Contributors may, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; and (iii) defects, objections or exceptions which can be removed by payments not to exceed $100,000.00 in the aggregate. Contributors, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, MCRLP shall elect either following limitations: (i) to the extent that AZIW has delivered to Green any Leases or Contracts or provided any other information with respect to the Property at any time prior to the date hereof and such Leases, Contracts or other information containing provisions inconsistent with any of such AZIW Representations, then such AZIW Representations shall be deemed modified to conform to such provisions and (ii) AZIW shall have no liability with respect to any incorrect information set forth in any tenant estoppel certificate, except that if any tenant estoppel certificate with any AZIW Representation is inconsistent and the tenant estoppel certificate proves correct, then the corresponding AZIW Representation shall be deemed a misrepresentation. For purposes of this Article 11, AZIW's knowledge shall be deemed to be the actual knowledge of AZIW and/or its affiliates and their respective officers, employees, agents, representatives or consultants engaged in the transaction contemplated hereby and the transaction under the PSA. AZIW shall deliver to Green at Closing a memorandum discussing whether the representations set forth in Section 11(b) remain true and correct as of the Closing Date (with the appropriate knowledge qualifiers), and, if said representations are no longer true or correct, identifying in which ways said representations have changed (the "Representation Memorandum"), and except as otherwise expressly set forth in this Agreement, the fact that any AZIW Representation is not true and correct as of the Closing Date, whether disclosed in the Representation Memorandum or not, shall not give Green the right to terminate this Agreement or bring suit against AZIW for damages. If Green discovers prior to Closing that any AZIW Representation under Sections 11(b)(i), (ii), (iii), (iv), (v), (vi), (vii), (x), (xi), (xix) or (xx) (collectively, "Income/Expense Representations" and each an "Income/Expense Representation") was inaccurate when made or is inaccurate at the time of Closing and the aggregate loss to the value of the Property (as determined jointly by notice given Green and AZIW) as a result of or related to Contributorssuch breach exceeds the amount of the Commission payable at Closing, then Green shall have the right to pursue its remedies under Section 21(b) unless AZIW, in which event the provisions of Section 23.2(aits sole discretion, elects to (i) shall apply, cure any such defect or (ii) to accept title subject reduce the Purchase Price by an amount that approximates the reduction in value of the Property (as determined jointly by Green and AZIW) as a result of or related to such unacceptable defectsbreach, objections or exceptions and, in either case, the parties shall proceed to Closing, provided in the case of clause (i) that such breach is cured upon the Closing Date to the reasonable satisfaction of Green. If Green discovers prior to Closing any inaccuracy in an Income/Expense Representation and receive no credit against or reduction the aggregate loss to the value of the consideration Property (as determined jointly by Green and AZIW) as a result of or related to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances such inaccuracy is less than or restrictions on title equal to the Real Property from and after the date amount of the first issuance of the Title Commitment for said PropertyCommission payable at Closing, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with Contributors prior to causing any other person or entity to request any inspection of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreement.then:

Intentionally Deleted. Prior All representations and warranties made in this Agreement by PDPII and the Contributors and those representations and warranties made by the Contributors and the Contributor Unit Holders in the certificate executed by each and delivered pursuant to Exhibit 10.2(ee) shall survive the Closing Date for a period of one (1) year, except that the representations and warranties set forth in clauses (a), (c), (w), (z) and (dd) through (hh) of Section 5.1 shall survive such Closing Date for the applicable period of the statute of limitations (unless otherwise specified herein), and shall not be merged in the Interest Assignments. Notwithstanding the foregoing, to the date hereofextent that a Tenant shall certify in its Estoppel Certificate (as defined below) as to any of the 77 matters which are contained in the representations and warranties made by PDPII and/or Contributors in Section 5.1(f) of this Agreement, Contributors then such representations and warranties as to such matters shall have directed Land Title Guarantee Company be of no further force or effect to the extent of any conflict. Apollo Real Estate Investment Fund II, L.P., a Delaware limited partnership; Pacifica Holding Company, a Colorado corporation; and Pacifica Holding Company, a Colorado limited liability company (collectively, "Guarantor"), and Contributors, jointly and severally, shall, pursuant to a separate indemnity agreement (the "Title CompanyIndemnity Agreement") in the form attached hereto as Exhibit 5.3, indemnify and defend MCRLP and Xxxx-Xxxx, and to hold MCRLP and Xxxx-Xxxx harmless, from and against any and all claims, liabilities, losses, deficiencies and damages as well as reasonable expenses (including attorney's, consulting and engineering fees), as agent for Chicago Title Insurance Companyand interest and penalties related thereto, to prepare a title insurance search and commitment for owner's title insurance policy for the Real Property (the "Title Commitment"). incurred by MCRLP shall cause the Title Company to promptly deliver a copy by reason of or resulting from any breach, inaccuracy, incompleteness or non-fulfillment of the same to representations, warranties, covenants and agreements of PDPII and Contributors and their counsel. If any defects, objections or exceptions contained in the title this Agreement to the Real Property appear in full extent PDPII or the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept Contributors would be liable therefor under the terms of this Agreement. The foregoing indemnity shall be deemed to be material to MCRLP and Xxxx-Xxxx'x obligation to perform hereunder and shall survive the Closing. Notwithstanding the foregoing, Contributors mayXxxxxx X. Xxxxxxx XXX, at their electionXxxxxxx X. Xxxxxxx XXX, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Xxxxxx Xxxxx XXX and the members of Contributors shall have no obligation liability for any loss resulting from any breach of the foregoing representations and warranties. In addition, except as set forth in Section 28, MCRLP and Xxxx-Xxxx shall not have a right to incur bring a claim against Contributors by virtue of any expense in connection with curing such defects, objections of the representations or exceptions, other than (i) judgments against any Contributor warranties being false or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; misleading unless and (iii) defects, objections or exceptions which can be removed by payments not until the aggregate damages to MCRLP and/or Xxxx-Xxxx are reasonably expected to exceed $100,000.00 in the aggregate. Contributors100,000.00, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, but thereafter MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) for the benefit of adjacent properties owned by Owner (or any affiliate thereof) upon the written consent of MCRLP, which consent shall not be unreasonably withheld or delayed. and/or Xxxx-Xxxx and MCRLP covenant and agree that they shall consult with may bring a claim against Contributors prior to causing any other person or entity to request any inspection for the entire amount of the Real Property by any governmental entity. Contributors recognize that Xxxx-Xxxx'x and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality of the transaction contemplated by this Agreementits aggregate damages.

Intentionally Deleted. Prior Tenant shall install and maintain, at Tenant's sole cost and expense, an adequate, visibly marked and properly operational fire extinguisher next to any duplicating or photocopying machines or similar heat producing equipment, which may or may not contain combustible material, in the date hereofPremises. Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, Contributors shall have directed Land Title Guarantee Company (or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the "Title Company")management, safety, care and cleanliness of the Premises, Building, the Common Areas and the Project, and for the preservation of good order therein, as agent for Chicago Title Insurance Company, to prepare a title insurance search and commitment for owner's title insurance policy well as for the Real Property (the "Title Commitment")convenience of other occupants and tenants therein. MCRLP shall cause the Title Company to promptly deliver a copy Landlord may waive any one or more of the same to Contributors these Rules and their counsel. If any defects, objections or exceptions in the title to the Real Property appear in the Title Commitment (other than the Permitted Encumbrances) which MCRLP is not required to accept under the terms of this Agreement, Contributors may, at their election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that except as provided below, Contributors shall have no obligation to incur any expense in connection with curing such defects, objections or exceptions, other than (i) judgments against any Contributor or Owner; (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount; and (iii) defects, objections or exceptions which can be removed by payments not to exceed $100,000.00 in the aggregate. Contributors, in their discretion, may adjourn the Closing for up to sixty (60) days in order to eliminate unacceptable defects, objections or exceptions. If, after complying with the foregoing requirements, Contributors are unable to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before such adjourned date for the Closing, MCRLP shall elect either (i) to terminate this Agreement by notice given to Contributors, in which event the provisions of Section 23.2(a) shall apply, or (ii) to accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of the consideration to be given hereunder for the Property. Contributors and Owner agree and covenant that they shall not voluntarily place any encumbrances or restrictions on title to the Real Property from and after the date of the first issuance of the Title Commitment for said Property, except for the right to reserve easements for utilities and ingress and egress encumbering the Real Property (post-closing) Regulations for the benefit of adjacent properties owned any particular tenants, but no such waiver by Owner (or any affiliate thereof) upon the written consent Landlord shall be construed as a waiver of MCRLP, which consent shall not be unreasonably withheld or delayed. Xxxx-Xxxx such Rules and MCRLP covenant and agree that they shall consult with Contributors prior to causing Regulations in favor of any other person tenant, nor prevent Landlord from thereafter enforcing any such Rules or entity to request Regulations against any inspection or all tenants of the Real Property by any governmental entityProject. Contributors recognize that Xxxx-Xxxx'x In the event of a conflict between these Rules and MCRLP's due diligence necessitates said inspection. Xxxx-Xxxx Regulations and MCRLP agree that they shall conduct any due diligence with such governmental entity with a view toward maintaining the confidentiality Lease, the terms of the transaction contemplated Lease shall prevail. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by this Agreement.them as a condition of its occupancy of the Premises. EXHIBIT E CONTINENTAL GRAND PLAZA II FORM OF TENANT'S ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease (the "Lease") made and entered into as of ___________, _____ by and between _______________ as Landlord, and the undersigned as Tenant, for Premises on the ______________ floor(s) of the office building located at ______________, El Segundo, California ____________, certifies as follows: