|AMAZON COM INC filed this Form 10-K on 01/30/2013|
default by Seller under this Section 6.8, and against any and all claims, damages, costs, liabilities, expenses and causes of action (including reasonable attorneys fees and costs) arising in connection with the Completion Obligations. The Completion Obligations and Sellers related obligations under this Section 6.8 shall survive Closing. The obligations contained in this Section are not subject to the Survival Period limitation in Section 5.4 of this Agreement nor shall the damages limitation amount contained in Section 10.2 be applicable with regard to Sellers breach or default of the covenants contained in this Section.]6
CONDITIONS PRECEDENT TO CLOSING.
7.1 Conditions Precedent to Purchasers Obligation to Close. Purchasers obligation to purchase the Property is subject to satisfaction on or before the Closing Date of the following conditions, any of which may be waived in writing by Purchaser in Purchasers sole and absolute subjective discretion:
7.1.1 Title. A final examination of the title to the Land by the Title Company shall disclose no title exceptions except for the Permitted Exceptions and other matters approved or deemed approved by Purchaser in accordance with this Agreement, and Title Company shall be irrevocably committed to issue to Purchaser a 2006 ALTA title insurance policy insuring title to the Property in the amount of the Purchase Price including endorsements reasonably required by Purchaser or otherwise approved by Title Company prior to the Effective Date, subject only to the Permitted Exceptions and such other matters so approved or deemed approved by Purchaser (the Title Policy).
7.1.2 Delivery of Closing Documents. Seller shall have delivered Tenant Estoppels or Landlord Estoppels under each Lease (except the Amazon Lease) dated within thirty (30) days of the Closing Date. Seller shall have delivered to Purchaser an updated Rent Roll. Seller shall have delivered each of the Closing Documents required to be delivered under Section 8.2.1 of this Agreement.
7.1.3 Covenants, Representations and Warranties. Seller shall not be in material breach of any of covenants, representations, and warranties it has made in this Agreement. In addition, there shall not exist any facts or circumstances that would make any of the Sellers Express Representations untrue in any material respect as of the Closing Date. Notwithstanding the foregoing, if a change in circumstances occurs after the Effective Date that is not otherwise a breach or default by Seller under the terms of this Agreement and such change of circumstances requires a representation and warranty made by the Seller to be modified in order for such representation and warranty to be accurate as of Closing, then the representation and warranty shall be deemed remade as so modified, and Seller shall not be in breach of or in default under this Agreement by virtue of such change in circumstances or modification.
7.1.4 Simultaneous Closing of Other Phases. Purchaser or Purchasers affiliate has separate contracts to purchase Amazon Phase Ia, Amazon Phase Ib, Amazon Phase II, Amazon Phase III, Amazon Phase IV and Amazon Phase V as identified on the map on Exhibit O (the Other Phases) with Sellers affiliates. A material consideration of Purchaser in entering into this Agreement is Purchasers ability to purchase the Other Phases. If Sellers