16
7.1.2
AGREEMENTS.
SELLER HAS NOT ENTERED INTO ANY
MANAGEMENT AGREEMENT, OR AGREEMENT FOR PROVISION OF SERVICES OR SUPPLIES
CONCERNING THE PROPERTY EXCEPT FOR THE SERVICE CONTRACTS, THE POSSIBLE ***
ANNEXATION AGREEMENT, AS DESCRIBED IN SUBSECTION 19.1 BELOW AND THE CONTRACTS
FOR THE PENDING LAND SALE PROPERTY DESCRIBED IN SUBSECTION 19.4 BELOW.
SELLER
HAS NOT ENTERED INTO ANY LEASING COMMISSION AGREEMENTS THAT HAVE OUTSTANDING
OBLIGATIONS FOR PAYMENT OF COMMISSIONS BY THE LANDLORD THAT SHALL BE BINDING ON
BUYER EXCEPT FOR THOSE DESCRIBED IN SECTION 4.2.9.
TO THE BEST OF SELLER'S
KNOWLEDGE, SELLER IS NOT A PARTY TO ANY UNRECORDED AGREEMENTS WITH ANY
GOVERNMENTAL ENTITY, AGENCY OR AUTHORITY ("GOVERNMENTAL AUTHORITY") THAT
(A) IMPOSE ANY OBLIGATIONS ON THE PROPERTY OR ON ANY OWNER OF ANY PART OF THE
PROPERTY EXCEPT TAX ABATEMENTS GIVEN TO TENANTS BY SUCH GOVERNMENTAL AGENCIES,
THE *** ANNEXATION AGREEMENT AND THE *** CONDEMNATION, AS DEFINED BELOW, AND
(B) THAT SHALL SURVIVE THE CLOSING, NOR, TO THE BEST OF SELLER'S KNOWLEDGE, HAS
SELLER PETITIONED, OR APPLIED TO ANY GOVERNMENTAL AUTHORITY FOR THE PASSAGE OF
ANY ORDINANCE OR REGULATION THAT (I) DOES OR MAY IMPOSE ANY OBLIGATIONS ON ANY
PORTION OF THE PROPERTY AND OR ANY OWNER OF ANY PORTION OF THE PROPERTY EXCEPT
TAX ABATEMENTS GIVEN TO TENANTS BY SUCH GOVERNMENTAL AGENCIES, THE ***
ANNEXATION AGREEMENT AND THE *** CONDEMNATION (II) SHALL SURVIVE THE CLOSING;
AND (III) HAS NOT BEEN RECORDED AGAINST THE PROPERTY.
7.1.3
NO LITIGATION.
SELLER HAS NOT BEEN SERVED WITH ANY
SUMMONS AND COMPLAINT WITH RESPECT TO ANY PENDING, NOR DOES SELLER HAVE ANY
KNOWLEDGE OF RECEIPT OF WRITTEN NOTICE OF ANY THREATENED LITIGATION OR
PROCEEDING BY ANY ORGANIZATION, PERSON, INDIVIDUAL OR GOVERNMENTAL AGENCY
AGAINST SELLER WITH RESPECT TO THE PROPERTY OR AGAINST THE PROPERTY AS OF THE
DATE OF THIS AGREEMENT EXCEPT THAT SPECIFICALLY DISCLOSED TO BUYER, IN WRITING
AS PART OF SELLER'S DELIVERIES.
7.1.4
AUTHORITY.
SELLER IS A DULY ORGANIZED AND VALIDLY
FORMED LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY OR GENERAL PARTNERSHIP, AS
THE CASE MAY BE, UNDER THE LAWS OF THE STATE OF ITS FORMATION, IS QUALIFIED TO
DO BUSINESS IN EACH STATE IN WHICH THE PROPERTY IT OWNS IS LOCATED AND IS NOT
SUBJECT TO ANY INVOLUNTARY PROCEEDING FOR DISSOLUTION OR LIQUIDATION THEREOF.
7.1.5
NON-FOREIGN STATUS.
SELLER IS NOT A "FOREIGN
PERSON" AS THAT TERM IS DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
AND THE REGULATIONS PROMULGATED PURSUANT THERETO.
7.1.6
AUTHORITY OF SIGNATORIES; NO BREACH OF OTHER
AGREEMENTS, ETC.
THE EXECUTION, DELIVERY OF AND PERFORMANCE UNDER THIS
AGREEMENT ARE PURSUANT TO AUTHORITY VALIDLY AND DULY CONFERRED UPON SELLER AND
THE SIGNATORIES HERETO.
THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED
AND THE COMPLIANCE BY SELLER WITH THE TERMS OF THIS AGREEMENT DO NOT AND WILL
NOT CONFLICT WITH OR RESULT IN A BREACH OF ANY OF THE TERMS OR PROVISIONS OF, OR
CONSTITUTE A DEFAULT UNDER, THE ORGANIZATIONAL OR GOVERNING ENTITY DOCUMENTS OF
SELLER, OR, TO SELLER'S KNOWLEDGE, ANY AGREEMENT, ARRANGEMENT, UNDERSTANDING,
ACCORD, DOCUMENT OR INSTRUMENT TO WHICH SELLER IS