THE DOCUMENTS REQUIRED TO BE DELIVERED BY SELLER TO PURCHASER AT
THE CLOSING PURSUANT TO THE TERMS AND CONDITIONS HEREOF SHALL HAVE BEEN
DELIVERED;
8.1.2
EACH OF SELLER'S REPRESENTATIONS SHALL BE TRUE AND COMPLETE IN ALL
MATERIAL RESPECTS AS OF THE CLOSING DATE;
8.1.3
SELLER SHALL HAVE COMPLIED WITH, FULFILLED AND PERFORMED IN ALL
MATERIAL RESPECTS EACH OF THE COVENANTS, TERMS AND CONDITIONS TO BE COMPLIED
WITH, FULFILLED OR PERFORMED BY SELLER HEREUNDER;
8.1.4
NEITHER SELLER NOR SELLER'S GENERAL PARTNER SHALL BE A DEBTOR IN ANY
BANKRUPTCY PROCEEDING NOR SHALL HAVE BEEN IN THE LAST 6 MONTHS A DEBTOR IN ANY
BANKRUPTCY PROCEEDING;
8.1.5
THE LOAN ASSUMPTION AND RELEASE SHALL HAVE OCCURRED;
8.1.6
THERE SHALL NOT BE ANY PENDING LITIGATION OR, TO THE KNOWLEDGE OF
EITHER PURCHASER OR SELLER, ANY LITIGATION THREATENED IN WRITING, WHICH, IF
ADVERSELY DETERMINED, WOULD RESTRAIN THE CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS CONTRACT OR DECLARE ILLEGAL, INVALID OR NONBINDING ANY OF
THE COVENANTS OR OBLIGATIONS OF THE SELLER, EXCEPT FOR LITIGATION OF WHICH
PURCHASER HAS KNOWLEDGE;
8.1.7
SUBJECT TO PURCHASER'S PAYMENT OF PREMIUMS, THE TITLE INSURER SHALL BE
COMMITTED TO THE ISSUANCE OF THE TITLE POLICY INSURING TITLE TO THE PROPERTY
SUBJECT ONLY TO THE PERMITTED EXCEPTIONS;
8.1.8
SELLER SHALL HAVE DELIVERED TO PURCHASER AN APPLICATION FOR CERTIFICATE
OF OCCUPANCY/USE SIGNED BY THE CODE ENFORCEMENT OFFICER, OR OTHER DOCUMENTATION
REQUIRED BY THE TOWNSHIP OF FALLS WHICH IS NECESSARY TO TRANSFER TITLE TO THE
PROPERTY TO PURCHASER; AND
8.1.9
SELLER SHALL HAVE CURED ALL VIOLATIONS LISTED ON SCHEDULE 7 AND ALL
OTHER VIOLATIONS, TO THE EXTENT NECESSARY TO SATISFY THE CONDITION SET FORTH IN
SECTION 8.1.8 ABOVE.
If any condition set forth in Sections 8.1.1, 8.1.3, 8.1.4, 8.1.5, 8.1.6, 8.1.7,
8.1.8 or 8.1.9 is not met, Purchaser may (a) waive any of the foregoing
conditions and proceed to Closing on the Closing Date with no offset or
deduction from the Purchase Price, or (b) if such failure constitutes a default
by Seller, exercise any of its remedies pursuant to Section 10.2.
If the
condition set forth in Section 8.1.2 is not met, Seller shall not be in default
pursuant to Section 10.2, and Purchaser may, as its sole and exclusive remedy,
(i) notify Seller of Purchaser's election to terminate this Contract and receive
a return of the Deposit from the Escrow Agent, or (ii) waive such condition and
proceed to Closing on the Closing Date with no offset or deduction from the
Purchase Price.
8.2
SELLER'S CONDITIONS TO CLOSING.
Without limiting any of the rights of Seller elsewhere provided for in this
Contract, Seller's obligation to close with respect to conveyance of the
Property under this Contract shall be subject to and conditioned upon the
fulfillment of the following conditions precedent:
8.2.1
ALL OF THE DOCUMENTS AND FUNDS REQUIRED TO BE DELIVERED BY PURCHASER TO
SELLER AT THE CLOSING PURSUANT TO THE TERMS AND CONDITIONS HEREOF SHALL HAVE
BEEN DELIVERED;
8.2.2
EACH OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
CONTAINED HEREIN SHALL