BUYER'S PART ARE
NECESSARY TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT. THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY BUYER AND
CONSTITUTES THE VALID AND BINDING OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER
IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT SUCH ENFORCEABILITY (I)
MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS RELATING TO CREDITORS' RIGHTS GENERALLY, AND (II) IS SUBJECT TO
GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
5.2
CONSENTS. EXCEPT AS PROVIDED IN THE
OPERATING AGREEMENT AND EXCEPT FOR SUCH APPROVALS, CONSENTS OR WAIVERS OF, OR
FILINGS WITH, PERSONS OR GOVERNMENTAL AUTHORITIES THAT HAVE ALREADY BEEN
OBTAINED BY BUYER, NO APPROVAL, CONSENT OR WAIVER OF, OR FILING WITH, ANY PERSON
OR GOVERNMENTAL AUTHORITY IS REQUIRED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE EXECUTION, DELIVERY OR PERFORMANCE BY BUYER OF THIS
AGREEMENT.
5.3
NO CONFLICTS. THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY BUYER AND THE CONSUMMATION BY BUYER OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT CONFLICT WITH OR RESULT IN ANY BREACH
OF, OR GIVE RISE TO RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR
CANCELLATION UNDER THE PROVISIONS OF ANY CONTRACT BY WHICH BUYER OR ANY OF
BUYER'S PROPERTIES IS BOUND OR AFFECTED, OR ANY LAW TO WHICH BUYER OR ANY OF
BUYER'S PROPERTIES IS SUBJECT.
5.4
INVESTMENT INTENT. BUYER IS AWARE THAT THE
SALE OF THE PURCHASED UNITS TO BUYER HEREUNDER HAS NOT BEEN REGISTERED UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS. BUYER IS ACQUIRING THE PURCHASED
UNITS FOR INVESTMENT ONLY, FOR BUYER'S OWN ACCOUNT AND NOT WITH A VIEW TO, OR IN
CONNECTION WITH, THE FURTHER SALE OR TRANSFER OF ALL OR ANY PORTION THEREOF.
5.5
INFORMATION. BUYER HAS HAD AN OPPORTUNITY TO
ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM THE EXECUTIVE OFFICERS OF THE
COMPANY, CONCERNING THE BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS OF THE
COMPANY. BUYER HAS HAD AN OPPORTUNITY TO OBTAIN, AND HAS RECEIVED, ANY AND ALL
ADDITIONAL INFORMATION DEEMED NECESSARY
4
BY BUYER TO VERIFY SUCH INFORMATION IN ORDER TO FORM A DECISION CONCERNING A
PURCHASE OF THE PURCHASED UNITS. BUYER ACKNOWLEDGES THAT IN MAKING THE DECISION
TO PURCHASE THE PURCHASED UNITS, BUYER IS NOT RELYING UPON ANY ADVICE FROM ANY
SELLER OR FROM ANY PERSON, INCLUDING THE COMPANY OR SELLER OR THEIR RESPECTIVE
AFFILIATES.
5.6
DISCLOSURE. NO REPRESENTATION OR WARRANTY OF
BUYER IN THIS AGREEMENT OR IN ANY CERTIFICATE, SCHEDULE, STATEMENT OR OTHER
DOCUMENT FURNISHED OR TO BE FURNISHED TO ANY SELLER PURSUANT THIS AGREEMENT OR
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT CONTAINS OR
WILL CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS OR WILL OMIT TO
STATE ANY MATERIAL FACT REQUIRED TO BE STATED HEREIN OR THEREIN OR NECESSARY TO
MAKE THE STATEMENTS HEREIN OR THEREIN NOT MISLEADING.
6.
CLOSING AND CLOSING DELIVERIES.
6.1
CLOSING. THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY (THE "CLOSING") WILL TAKE PLACE AT SUCH PLACE
AND SUCH