Common use of Seller’s Obligations Pending Closing Clause in Contracts

Seller’s Obligations Pending Closing. (a) Subject to the provisions of Paragraphs 13 and 14 hereof, and except to the extent that such maintenance is the obligation of any Tenant under the Leases, until Closing, each Respective Seller shall operate and maintain the Respective Seller’s Property in substantially the same manner being operated and maintained by the Respective Seller on the Effective Date, normal wear and tear excepted. Prior to Closing, each Respective Seller shall also maintain its existing fire and extended coverage insurance, if any, with respect to the Respective Seller’s Property. (b) Following the Effective Date, each Respective Seller shall not, except as expressly provided in Paragraph 3, enter into any new, or the modification or termination of any existing, Lease, Operating Agreement or other agreement (including encumbrances to title) affecting such Respective Seller’s Property that will be binding on Buyer and is not terminable within thirty (30) days without a fee or penalty, without first obtaining Buyer’s written approval thereof, which shall not be unreasonably withheld; provided, however, that Buyer’s approval shall not be required for, Buyer shall have no right to terminate or modify this Agreement on account of, and each Respective Seller’s only duty shall be to give Buyer prompt written notice of, any renewal, extension, modification or termination of any Lease, Operating Agreement or other agreement affecting such Respective Seller’s Property that is required as a matter of right by the other party thereto. If Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such matter within three (3) business days after Buyer’s receipt of written notice thereof, Buyer shall be conclusively deemed to have approved such matters. In the event Buyer timely delivers written notice disapproving any such matter, Seller shall have the right to terminate this Agreement by written notice thereof to Buyer within three (3) days after Seller’s receipt of written notice of Buyer’s disapproval thereof. If this Agreement is so terminated by Seller, and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder (except for the portion constituting the Independent Consideration) and shall return to each party any and all documents which such party had deposited with it. (c) From and after the Effective Date until Closing or the earlier termination of this Agreement, Seller shall not enter into any purchase and sale agreement for the Properties other than this Agreement.

Seller’s Obligations Pending Closing. (a) Subject to the provisions of Paragraphs 13 and 14 hereof, and except to the extent that such maintenance is the obligation of any Tenant under the Leases, until Closing, each Respective Seller shall operate and maintain the Respective Seller’s Property in substantially the same manner being operated and maintained by the Respective Seller on Between the Effective Date, normal wear Date and tear excepted. Prior to Closing, each Respective Seller shall also maintain its existing fire and extended coverage insurance, if any, with respect to the Respective Seller’s Property. Closing Date (b) Following the Effective Date, each Respective Seller shall not, except as expressly provided in Paragraph 3, enter into any new, or the modification or termination of any existing, Lease, Operating Agreement or other agreement (including encumbrances to title) affecting such Respective Seller’s Property that will be binding on Buyer and is not terminable within thirty (30) days without a fee or penalty, without first obtaining Buyer’s written approval thereof, which shall not be unreasonably withheld; provided, however, that Buyer’s approval shall not be required for, Buyer shall have no right to terminate or modify this Agreement on account of, and each Respective Seller’s only duty shall be to give Buyer prompt written notice of, any renewal, extension, modification or termination of any Lease, Operating Agreement or other agreement affecting such Respective Seller’s Property that is required as a matter of right by the other party thereto. If Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such matter within three (3) business days after Buyer’s receipt of written notice thereof, Buyer shall be conclusively deemed to have approved such matters. In the event Buyer timely delivers written notice disapproving any such matter, Seller shall have the right to terminate this Agreement by written notice thereof to Buyer within three (3) days after Seller’s receipt of written notice of Buyer’s disapproval thereof. If this Agreement is so terminated by Seller, and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), Seller shall: (a) Use all reasonable efforts as may be necessary to effect the transactions contemplated by this Agreement, provided, however, that Seller shall in no event expend an amount in excess of $50,000 with respect to any such efforts; (b) Maintain the Property in the same manner as is presently done, subject to normal wear and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder (except for the portion constituting the Independent Consideration) tear, casualty, condemnation and shall return to each party any and all documents which such party had deposited with it.matters unreported by tenants; (c) From Maintain existing insurance coverage or its equivalent in force with respect to the Property; (d) Not convey or voluntarily encumber the property or any portion thereof or interest therein, except in the normal course of business; (e) Not enter into any tenant lease with a term of less than six (6) months or more than twelve (12) months, all of which leases will be on Seller's current standard form lease and after at not less than the Effective current rents charged an the Property for a similar unit; (f) Not enter into any contract that is not cancelable upon thirty (30) days notice that will be an obligation affecting the Property or any part thereof subsequent to the Closing Date until Closing without Purchaser's prior written consent, which Purchaser agrees not to unreasonably withhold, delay or condition; (g) At Closing, provide to Purchaser any and all vacant apartment units in a "rent ready" condition; and (h) Notwithstanding anything to the earlier termination of contrary contained in this Agreement, Seller reserves the right, but is not obligated to, institute summary proceedings against tenants or terminate the Leases as a result of a default by tenants therein prior to the Closing Date. The removal of the defaulting tenants whether by summary proceedings or otherwise prior to the Closing Date shall not enter into give rise to any purchase claim on the part of the Purchaser. Further, Purchaser agrees that it shall not be grounds for Purchaser's refusal to close this transaction that a tenant may be a holdover tenant or in default under its Lease on the Closing Date and sale agreement for Purchaser shall accept title subject to such holding over or default without credit against, or reduction of, the Properties other than this AgreementPurchase Price.

Seller’s Obligations Pending Closing. (a) Subject to the provisions of Paragraphs 13 and 14 hereof, and except to the extent that such maintenance is the obligation of any Tenant tenant under the Leases, until Closing, each Respective Seller shall operate and maintain the Respective Seller’s Property in substantially the same manner being operated and maintained by the Respective Seller its condition existing on the Effective Date, normal wear and tear excepted. Prior to Closing, each Respective Seller shall also maintain its existing fire and extended coverage insurance, if any, with respect to the Respective Seller’s PropertyProperty and continue to operate the Property in the manner operated as of the Effective Date. (b) Following the Effective DateDate and prior to Closing or the earlier termination of this Agreement, each Respective Seller shall not, except as expressly provided in Paragraph 3, not enter into any new, or the modification or termination of any existing, Lease, Operating Agreement or other agreement (including encumbrances to title) affecting such Respective Seller’s the Property that will be binding on Buyer and is not terminable within thirty (30) days without a fee or penalty, without first obtaining Buyer’s written approval thereof, which shall not such approval to be unreasonably withheld; provided, however, that in Buyer’s approval shall not be required for, Buyer shall have no right to terminate or modify this Agreement on account of, and each Respective Seller’s only duty shall be to give Buyer prompt written notice of, any renewal, extension, modification or termination of any Lease, Operating Agreement or other agreement affecting such Respective Seller’s Property that is required as a matter of right by the other party thereto. If Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such matter within three (3) business days after Buyer’s receipt of written notice thereof, Buyer shall be conclusively deemed to have approved such matters. In the event Buyer timely delivers written notice disapproving any such matter, Seller shall have the right to terminate this Agreement by written notice thereof to Buyer within three (3) days after Seller’s receipt of written notice of Buyer’s disapproval thereof. If this Agreement is so terminated by Seller, and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder (except for the portion constituting the Independent Consideration) and shall return to each party any and all documents which such party had deposited with itdiscretion. (c) From and after Following the Effective Date until and prior to Closing or the earlier termination of this Agreement, Seller will not enter into nor execute any agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party, without Buyer’s prior written consent. (d) Following the Effective Date and prior to Closing or the earlier termination of this Agreement, Seller will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use. (e) Following the Effective Date and prior to Closing or the earlier termination of this Agreement, Seller shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon the Property or any portion thereof that affects title thereto, or to allow any amendment or modification to any existing easements or encumbrances without first obtaining Buyer’s written approval thereof, such approval to be in Buyer’s reasonable discretion. (f) Seller shall not, without the prior written consent of Buyer, provide a copy of, nor disclose any of the terms of, this Agreement to any appraiser, and Seller shall instruct Broker (defined below) that it may not enter into provide a copy of nor disclose any purchase of the terms of this Agreement to any appraiser without the prior written consent of Buyer. (g) Seller shall, following the Effective Date and sale agreement for prior to Closing or the Properties earlier termination of this Agreement, use commercially reasonable efforts to obtain an estoppel certificate executed by all parties (other than this AgreementSeller) to any applicable reciprocal easement agreement or declaration of covenants, conditions and/or restrictions (the “REA’s”) and addressed or certified to Buyer stating that such instrument is in full force and effect and is not modified (except as disclosed in such estoppel certificate) and, to the best knowledge of the party giving the estoppel, the other party or parties thereto is/are not in default under the applicable instrument and all amounts, if any, owing under the applicable agreement have been paid in full. Buyer shall be responsible for supplying the form of REA estoppel to Seller.

Seller’s Obligations Pending Closing. (a) Subject to the provisions of Paragraphs 13 and 14 hereof, and except to the extent that such maintenance is the obligation of any Tenant tenant under the Leases, until Closing, each Respective Seller shall operate and maintain the Respective Seller’s Property in substantially the same manner being operated and maintained by the Respective Seller its condition existing on the Effective Date, normal wear and tear excepted. Prior to Closing, each Respective Seller shall also maintain its existing fire and extended coverage insurance, if any, with respect to the Respective Seller’s PropertyProperty and continue to operate the Property in the manner operated as of the Effective Date. (b) Following the Effective Date, each Respective Seller shall not, except as expressly provided in Paragraph 3, enter into any new, or the modification or termination of any existing, Lease, Operating Agreement or other agreement (including encumbrances Date and prior to title) affecting such Respective Seller’s Property that will be binding on Buyer and is not terminable within thirty (30) days without a fee or penalty, without first obtaining Buyer’s written approval thereof, which shall not be unreasonably withheld; provided, however, that Buyer’s approval shall not be required for, Buyer shall have no right to terminate or modify this Agreement on account of, and each Respective Seller’s only duty shall be to give Buyer prompt written notice of, any renewal, extension, modification or termination of any Lease, Operating Agreement or other agreement affecting such Respective Seller’s Property that is required as a matter of right by the other party thereto. If Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such matter within three (3) business days after Buyer’s receipt of written notice thereof, Buyer shall be conclusively deemed to have approved such matters. In the event Buyer timely delivers written notice disapproving any such matter, Seller shall have the right to terminate this Agreement by written notice thereof to Buyer within three (3) days after Seller’s receipt of written notice of Buyer’s disapproval thereof. If this Agreement is so terminated by Seller, and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder (except for the portion constituting the Independent Consideration) and shall return to each party any and all documents which such party had deposited with it. (c) From and after the Effective Date until Closing or the earlier termination of this Agreement, Seller shall not enter into any purchase new, or the modification or termination of any existing, lease, Operating Agreement or other agreement affecting the Property without first obtaining Buyer’s written approval thereof, such approval to be in Buyer’s reasonable discretion. (c) Following the Effective Date and sale agreement for prior to Closing or the Properties other than earlier termination of this Agreement, Seller will not enter into nor execute any agreement, written or oral, under which Seller is or could become obligated to sell the Property, or any portion thereof, to a third party, without Buyer’s prior written consent. (d) Following the Effective Date and prior to Closing or the earlier termination of this Agreement, Seller will not, without the prior written consent of Buyer, take any action before any governmental authority having jurisdiction thereover, the object of which would be to change the present zoning of or other land-use limitations, upon the Property, or any portion thereof, or its potential use. (e) Following the Effective Date and prior to Closing or the earlier termination of this Agreement, Seller shall not, by voluntary or intentional act or omission to act, further cause or create any easement, encumbrance, or mechanic’s or materialmen’s liens, and/or similar liens or encumbrances to arise or to be imposed upon the Property or any portion thereof that affects title thereto, or to allow any amendment or modification to any existing easements or encumbrances without first obtaining Buyer’s written approval thereof, such approval to be in Buyer’s reasonable discretion. (f) Seller shall not, without the prior written consent of Buyer, provide a copy of, nor disclose any of the terms of, this Agreement to any appraiser, and Seller shall instruct Broker (defined below) that it may not provide a copy of nor disclose any of the terms of this Agreement to any appraiser without the prior written consent of Buyer.

Seller’s Obligations Pending Closing. (a) Subject to the provisions of Paragraphs 13 and 14 hereof, and except to the extent that such maintenance is the obligation of any Tenant under the Leases, until Closing, each Respective Seller shall operate and maintain the Respective Seller’s Property in substantially the same manner being operated and maintained by the Respective Seller on the Effective Date, normal wear and tear excepted. Prior to Closing, each Respective Seller shall also maintain its existing fire and extended coverage insurance, if anyto the extent currently maintained, with respect to the Respective Property and shall continue to manage and operate the Property in the manner managed and operated as of the date of this Agreement. Without limiting the generality of the foregoing, between the date hereof and Closing Seller shall continue to perform all obligations of landlord under the Leases and shall make all debt service and other payments required under the Loan, and keep the Leases and Loan free from defaults on the part of Seller’s Property. (b) Following the Effective Datedate of this Agreement and prior to Closing, each Respective Seller have the right to enter into lease extensions, renewals and expansions required by the terms of any tenant’s lease (an “Of Right” extension, renewal or expansion). Following the date of this Agreement and prior to the end of the Due Diligence Period, Seller shall nothave the right to enter into the leases and extensions identified on Schedule 9(b) annexed hereto (“Pending Leases/Extensions”). If Closing occurs, Purchaser shall reimburse Seller at Closing for Purchaser’s proportionate share of any brokerage commission, tenant improvement contribution paid by Seller, as landlord, or for the cost of tenant improvements made by Seller, as landlord, for Of Right extensions, renewals or expansions or Pending Leases/Extensions. Purchaser’s proportionate share shall be based on the portion of the term of any Of Right extension, renewal or expansion or any Pending Lease/Extension occurring after the Closing Date. Following the date of this Agreement, until the Due Diligence Period has expired, Seller shall not enter into any new lease other than the Pending Leases/Extensions, or any extension, renewal or expansion that would not be considered an Of Right extension, renewal or expansion, without obtaining Purchaser’s prior written consent, which consent Purchaser agrees shall not be unreasonably withheld. After the Due Diligence Period has expired and provided this Agreement has not been terminated as provided in Section 3(a)(4) or under any other termination provision herein, Seller shall not enter into any new lease or any extension, renewal or expansion that would not be considered an Of Right extension, renewal or expansion without obtaining Purchaser’s prior written consent, which consent may be withheld by Purchaser in its sole and absolute discretion; provided, however, if landlord’s consent cannot be unreasonably withheld with regard to any lease extension, renewal or expansion occurring after the Due Diligence Period has expired, then Purchaser shall not unreasonably withhold its consent thereto. Purchaser’s consent shall be deemed to have been given if Purchaser has not notified Seller of its rejection of any proposed new lease or extension, renewal or expansion, specifying in reasonable detail Purchaser’s reasons for such rejection, within ten (10) days after notice from Seller specifying the proposed deal terms in reasonable detail. At Closing, Purchaser shall reimburse Seller for the portion of the brokerage fees paid by Seller that are attributable to the term of any new leases approved in accordance with the terms hereof (other than Pending Leases/Extensions), Lease extensions, renewals and expansions occurring after the Closing, and Purchaser shall assume and indemnify Seller with regard to all such future brokerage commission obligations. In addition to the foregoing, after Lender’s Consent has been received, Seller shall not terminate any of the Leases (except as expressly provided noted in Paragraph 3Schedule 9(b)) or remove any of the tenants under the Leases from possession of their space in the Improvements unless actions for possession were begun before Lender’s Consent has been received. Seller shall perform all of the obligations of landlord under the Leases that, under the terms of the Leases, are required to be performed by the landlord prior to the Closing Date. Seller shall also be permitted to enter into contracts and agreements relating to maintenance or repair of the Property, provided such agreements are terminable by Seller at or before Closing without penalty, cancellation fee or similar fee or compensation. Seller shall promptly provide to Purchaser copies of any new, or the modification or termination of any existing, Lease, Operating Agreement or other agreement entered into by Seller affecting the Property between the date hereof and Closing. (including encumbrances to titlec) affecting such Respective Seller’s Property Seller does not undertake or guarantee that any Lease or Operating Agreement will be binding in force or effect on Buyer the Closing, and is Purchaser agrees that the existence or non existence of any such Lease or Operating Agreement shall not terminable within thirty (30) days without a fee give rise to any reduction or penalty, without first obtaining Buyer’s written approval thereof, which abatement of the Purchase Price or other claim or remedy on the part of Purchaser against Seller. Seller shall not be unreasonably withheld; provided, however, that Buyer’s approval obligated to replace any Lease or Operating Agreement which shall not cease to be required for, Buyer shall have no right in effect between the date hereof and the Closing. Notwithstanding anything to terminate or modify the contrary contained in this Agreement on account of, and each Respective Seller’s only duty shall be to give Buyer prompt written notice ofSection 9(c), any renewal, extension, modification or termination of any Lease, Operating Agreement or changes in the Rent Roll (other agreement affecting such Respective Seller’s Property that is required than those permitted changes as a matter of right by described in Section 6(c)(5)) will result in the other party thereto. If Buyer fails pre-condition to deliver written notice to Seller setting the Closing set forth Buyer’s reasonable objections to any such matter within three (3in Section 6(c)(5) business days after Buyer’s receipt of written notice thereof, Buyer shall be conclusively deemed to have approved such mattersnot being satisfied. In the event Buyer timely delivers written notice disapproving any such matterevent, Seller Purchaser shall have the right to terminate this Agreement by written delivering notice thereof to Buyer Seller and the Deposit and any accrued interest thereon shall be returned to Purchaser in accordance with the provisions of Section 3(a)(5), which right shall be deemed waived if not exercised by Purchaser by notice to Seller within three seven (37) business days after Purchaser has notice of a change to the Rent Roll permitting Purchaser to terminate this Agreement as above provided. Nothing in this Section 9(c) constitutes a waiver of Purchaser’s rights under and subject to Section 10 of this Agreement arising out of any misrepresentation by Seller under Section 10(a)(8). (d) Seller shall not cause, suffer or permit the Property to be encumbered by any easement, restriction, monetary or other lien or encumbrance, nor seek or obtain any change in zoning, variance or permitted use, after the date of this Agreement so long as this Agreement has not been properly terminated. (i) If any tenant leasing space on the Property is an “industrial establishment” pursuant to ISRA (an “Industrial Tenant”), then not later than five (5) days after Seller’s receipt of written notice of Buyer’s disapproval thereof. If this Agreement is so terminated by Seller, the execution and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder (except for the portion constituting the Independent Consideration) and shall return to each party any and all documents which such party had deposited with it. (c) From and after the Effective Date until Closing or the earlier termination delivery of this Agreement, Seller shall use commercially reasonable efforts to cause each such Industrial Tenant to deliver a General Information Notice to the New Jersey Department of Environmental Protection (“NJDEP”) as required by ISRA. During the Due Diligence Period, Seller shall engage Xxxxxx Xxxxx as a Licensed Site Remediation Professional (an “LSRP”) pursuant to the New Jersey Site Remediation Reform Act, and shall cause the LSRP to prepare a Preliminary Assessment Report for each Industrial Tenant. Promptly following the expiration of the Due Diligence Period, provided that this Agreement has not enter into been terminated, Purchaser and Seller shall, and Seller shall use its commercially reasonable efforts to cause any purchase Industrial Tenant to, take such actions as are necessary to obtain an ISRA Approval (as defined below). Seller shall keep Purchaser reasonably apprised of all ISRA Approval application processes and sale agreement shall promptly provide to Purchaser each application and all documents and correspondence submitted to, or received from, NJDEP or any LSRP, including all Preliminary Assessment Reports and amendments or modifications thereto, in connection therewith, and all correspondence received in connection therewith. Promptly after receipt of each ISRA Approval, Seller shall provide to Purchaser a copy of such ISRA Approvals. If Seller or each Industrial Tenant has not obtained an ISRA Approval prior to the then scheduled Closing Date (as the same may be extended pursuant to, but subject to the limitations in, Section 6(a)), then either party shall have the right to terminate this Agreement upon notice to the other party at any time prior to the date on which Seller delivers the ISRA Approvals for all Industrial Tenants to Purchaser. If this Agreement is terminated pursuant to this Section 9(e), the Properties other than Deposit and any accrued interest thereon shall be returned to Purchaser in accordance with the provisions of Section 3(a)(5). Thereafter this Agreement shall be null and void and of no further force and effect and neither party shall have any further liability to the other, except for any obligations that expressly survive termination of this Agreement. (ii) As used herein, “ISRA Approval” means : (1) a Remediation Agreement as defined at N.J.S.A. 13:1K-9 or a Remediation Certification as defined in Section 34 of Chap. 60 of P.L 2009 has been entered into by any Industrial Tenant that is the “responsible party” under ISRA, and a “Remediation Funding Source” has been posted in accordance with ISRA and this Agreement (collectively “Remediation Agreement”), (2) a No Further Action Letter as defined at N.J.S.A. 58:10B-1 (“NFA”), (3) a Remediation in Progress Waiver as defined at N.J.S.A. 13:1K-11.5, (4) a de minimis quantity exemption, (5) an expedited review approval pursuant to N.J.A.C. 7:26B-5.1 through 5.8, or (6) a Response Action Outcome as that term is defined in Section 2 of Chap. 60 of P.L. 2009 (“XXX”). If the ISRA Approval is in the form of a Remediation Agreement, Purchaser agrees that Seller shall have the right to compel the subject Industrial Tenant’s compliance with ISRA after Closing, excluding any right to terminate the tenant’s lease or evict the tenant, which right Seller will be entitled to enforce in its own name or in the name of Purchaser, it being agreed that (A) Seller shall use commercially reasonable efforts to compel such compliance, and (B) Purchaser shall have the right upon notice to Seller to revoke Seller’s right to compel an Industrial Tenant’s compliance with ISRA. If Purchaser elects to exercise its rights to compel an Industrial Tenant’s compliance with ISRA, Seller shall have no further liability to Purchaser regarding ISRA and Purchaser agrees to look solely and exclusively to any Industrial Tenant for ISRA compliance. If the ISRA Approval is in the form of a Remediation Agreement, Seller shall cause the Industrial Tenant to post a “Remediation Funding Source” either in the form of a “Remediation Trust Agreement” (as defined in ISRA) or any alternative form of funding or guaranty which is acceptable to NJDEP; provided, however, a Remediation Funding Source in the form of a guaranty acceptable to the NJDEP shall also be subject to Purchaser’s approval, which approval shall not be unreasonably withheld. Provided that Purchaser has not exercised its election to compel an Industrial Tenant’s compliance with ISRA, and subject to the foregoing, Seller will diligently pursue compliance with ISRA and take all steps necessary to cause each Industrial Tenant to complete ISRA compliance as quickly as reasonably practicable and to obtain either: (x) an unconditional NFA from NJDEP; or (y) an XXX applicable to the Industrial Tenant’s leasehold confirming complete performance of Seller’s and/or any Industrial Tenant’s obligations under any ISRA Approval or ISRA. Seller, at its sole cost and expense, shall have the option to utilize reasonable institutional or engineering controls. If necessary following Closing, Purchaser shall execute in form fully acceptable to NJDEP and/or any Licensed Site Remediation Professional, a letter sufficient to comply with N.J.A.C. 7:26E-8.2(b) or otherwise necessary to demonstrate the property owner’s consent to a non-permanent remedy including its consent to a recorded Deed Notice as well as its permission to the use a Classification Exception Area for natural attenuation and shall thereafter cooperate with Seller by executing and recording a Deed Notice.

Seller’s Obligations Pending Closing. Between the date of this Contract and the Closing Date: (a) Subject Seller shall comply in all material respects with all notices of violations of laws, ordinances, orders, regulations or requirements existing at any time between the date hereof and the Closing Date including but not limited to zoning, building, health, safety, pollution control, environmental, fire of similar laws, ordinances, orders and regulations issued by, filed by or served by, any governmental agency having jurisdiction over the Premises, against or affecting the Premises; provided, however, notwithstanding the foregoing or anything to the provisions of Paragraphs 13 and 14 hereofcontrary set forth herein, and except to the extent that such maintenance is the obligation of any Tenant under the Leases, until Closing, each Respective Seller shall operate and maintain not be obligated to expend an amount exceeding, in the Respective Seller’s Property in substantially the same manner being operated and maintained by the Respective Seller on the Effective Date, normal wear and tear exceptedaggregate $10,000.00 to comply with this subparagraph (a)and paragraph 13 hereof. Prior to Closing, each Respective Seller shall also maintain its existing fire and extended coverage insurance, if any, with respect to the Respective Seller’s Property. (b) Following From and after the Effective date hereof through the Closing Date, each Respective Seller shall notin connection with the Premises: 1. Promptly advise Purchaser in writing of (i) any material adverse change which shall come to the attention of or become known by Seller in the physical condition of the Purchased Assets, and (ii) any notice to Seller of any violation or alleged violation of any law, regulation, order or judgment relating to the Premises and having a material adverse effect thereon. 2. Without Purchaser's prior written consent, not sell, encumber or grant any interest in the Purchased Assets or any part thereof in any form of manner whatsoever and not perform or permit any act or thing which shall materially adversely affect Purchaser's interest under this Contract or in or to the Purchased Assets or any part thereof, or which prevents Seller's performance of its obligations under this Contract in all material respects except as expressly provided in Paragraph may be ordered by the Court. 3, enter into any new, . Seller shall maintain adequate insurance at all times sufficient to restore the Purchased Assets to their condition prior to the destruction or the modification or termination damage. The cost of any existingdeductible shall be borne by Seller. 4. The Seller hereby agrees to use reasonable efforts to file with the Court within ten business days after the date hereof, Leasea motion pursuant to the Bankruptcy Code for the Court Order. In the event the Court requires an auction or otherwise requires other bids, Operating Agreement Purchaser shall thereupon have the right to terminate this Contract by notice to such effect sent to Seller within five days of receiving a copy of the court order or other agreement (including encumbrances to title) affecting notice requiring such Respective Seller’s Property that will be binding auction or bids. If Purchaser so terminates the Agreement and the winning bid is for $650,000 or more, on Buyer and is not terminable a net basis, then, within thirty (30) days without a fee or penalty, without first obtaining Buyer’s written approval thereof, which shall not be unreasonably withheld; provided, however, that Buyer’s approval shall not be required for, Buyer shall have no right to terminate or modify this Agreement on account of, and each Respective Seller’s only duty shall be to give Buyer prompt written notice of, any renewal, extension, modification or termination of any Lease, Operating Agreement or other agreement affecting receiving the purchase price payable under such Respective Seller’s Property that is required as a matter of right by the other party thereto. If Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such matter within three (3) business days after Buyer’s receipt of written notice thereof, Buyer shall be conclusively deemed to have approved such matters. In the event Buyer timely delivers written notice disapproving any such matterwinning bid, Seller shall have pay Purchaser $10,000 in reimbursement of expenses (over and above the right to terminate this Agreement by written notice thereof to Buyer within three (3) days after Seller’s receipt of written notice of Buyer’s disapproval thereof. If this Agreement is so terminated by Seller, and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder (except for the portion constituting the Independent Consideration) and shall return to each party any and all documents which such party had deposited with itDeposit). (c) From and after the Effective Date until Closing or the earlier termination of this Agreement, Seller shall not enter into any purchase and sale agreement for the Properties other than this Agreement.

Seller’s Obligations Pending Closing. (a) Subject to the provisions of Paragraphs 13 and 14 hereof, and except to the extent that such maintenance is the obligation of any Tenant tenant under the Leases, until Closing, each Respective Seller shall operate and maintain the Respective Seller’s Property in substantially the same manner being operated and maintained by the Respective Seller its condition existing on the Effective Date, normal wear and tear excepted. Prior to Closing, each Respective Seller shall also maintain its existing fire and extended coverage insurance, if any, with respect to the Respective Seller’s PropertyProperty and continue to operate the Property in the manner operated as of the Effective Date. (b) Following the Effective DateDate and prior to the day that is two (2) business days prior to the expiration of the Due Diligence Period, each Respective Seller shall notgive Buyer prompt written notice, except as expressly provided in Paragraph 3and, to the extent available, copies, of any new, or the modification or termination of any existing, Lease, Operating Agreement or other agreement entered into by Seller affecting the Property. From and after the day that is two (2) business days prior to the expiration of the Due Diligence Period, Seller shall not enter into any new, or the modification or termination of any existing, Lease, Operating Agreement or other agreement (including encumbrances to title) affecting such Respective Seller’s the Property that will be binding on Buyer and is not terminable within thirty (30) days without a fee or penalty, without first obtaining Buyer’s written approval thereof, which approval shall not be unreasonably withheldin Buyer’s sole discretion; provided, however, that Buyer’s approval shall not be required for, Buyer shall have no right to terminate or modify this Agreement on account of, and each Respective Seller’s only duty shall be to give Buyer prompt written notice of, any renewal, extension, modification or termination of any Lease, Operating Agreement or other agreement affecting such Respective Seller’s the Property that is renewal, extension, modification or termination required as a matter of right by the other party theretothereto pursuant to any existing Lease, Operating Agreement or other agreement affecting the Property. If Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such matter within three (3) business days after Buyer’s receipt of written notice thereof, Buyer shall be conclusively deemed to have approved such matters. In the event Buyer timely delivers written notice disapproving any such matter, Seller shall have the right to terminate this Agreement by written notice thereof to Buyer within three (3) days after Seller’s receipt of written notice of Buyer’s disapproval thereof. If this Agreement is so terminated by Seller, and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder (except for the portion constituting the Independent Consideration) and shall return to each party any and all documents which such party had deposited with it. (c) From and after the Effective Date until Closing or the earlier termination of this Agreement, Seller shall not enter into any purchase and sale agreement for the Properties other than this Agreement.