representations and warranties made by Seller in this Agreement shall
survive the Closing for a period of one (1) year and shall not merge into any
conveyancing documentation delivered at Closing.
7.2
BUYER'S REPRESENTATIONS.
AS OF THE EFFECTIVE DATE, BUYER HEREBY
REPRESENTS AND WARRANTS SELLER THAT THAT THE FOLLOWING STATEMENTS ARE TRUE:
7.2.1
AUTHORITY.
BUYER IS A DULY ORGANIZED AND VALIDLY FORMED
LIMITED LIABILITY COMPANY UNDER THE LAWS OF THE STATE OF DELAWARE, IS (OR PRIOR
TO CLOSING, SHALL BE) QUALIFIED TO DO BUSINESS IN EACH STATE IN WHICH THE
PROPERTY IS LOCATED AND IS NOT SUBJECT TO ANY INVOLUNTARY PROCEEDING FOR
DISSOLUTION OR LIQUIDATION THEREOF.
7.2.2
AUTHORITY OF SIGNATORIES; NO BREACH OF OTHER AGREEMENTS.
THE EXECUTION, DELIVERY OF AND PERFORMANCE UNDER THIS AGREEMENT ARE PURSUANT TO
AUTHORITY VALIDLY AND DULY CONFERRED UPON BUYER AND THE SIGNATORIES HERETO.
TO
BUYER'S KNOWLEDGE, THE CONSUMMATION OF THE TRANSACTION HEREIN CONTEMPLATED AND
THE COMPLIANCE BY BUYER 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, ANY AGREEMENT, ARRANGEMENT, UNDERSTANDING, ACCORD,
DOCUMENT OR INSTRUMENT BY WHICH BUYER IS BOUND.
7.3
MISCELLANEOUS.
AS USED HEREIN, THE PHRASE "SELLER'S KNOWLEDGE" OR
ANY DERIVATION THEREOF SHALL MEAN THE ACTUAL KNOWLEDGE OF NICK ANTHONY, VICE
PRESIDENT, ACQUISITIONS/DISPOSITIONS UPON REASONABLE AND GOOD FAITH INQUIRY WITH
PARTIES WHO HAVE KNOWLEDGE OF THE FACTS AND CIRCUMSTANCES SET FORTH IN THIS
SECTION 7.1.
AS USED HEREIN, "DISCLOSED TO BUYER IN WRITING" SHALL INCLUDE
THOSE DOCUMENTS MADE AVAILABLE FOR BUYER'S REVIEW ON THE BROKER'S WEBSITE SET UP
SPECIFICALLY FOR THIS TRANSACTION.
IT SHALL BE A CONDITION OF CLOSING THAT THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 7.1 ARE TRUE AND
CORRECT AT CLOSING.
IN THE EVENT THAT SELLER LEARNS OR DETERMINES, OR BUYER
ACTUALLY LEARNS OR IS OTHERWISE ADVISED, IN WRITING, THAT ANY OF SAID
REPRESENTATIONS OR WARRANTIES THAT WAS ACCURATE AS OF THE EFFECTIVE DATE BECOMES
INACCURATE BETWEEN THE EFFECTIVE DATE AND THE CLOSING, SELLER OR BUYER, AS
APPLICABLE, SHALL IMMEDIATELY NOTIFY THE OTHER PARTY IN WRITING ("BREACH
NOTICE") OF SUCH INACCURACY.
SELLER SHALL HAVE THE RIGHT, BY SO ADVISING, IN
WRITING, WITHIN ONE (1) BUSINESS DAY AFTER SELLER OR BUYER, AS THE CASE MAY BE,
DELIVERS THE BREACH NOTICE, TO EXTEND THE CLOSING FOR UP TO THIRTY (30) DAYS IN
ORDER TO ALLOW SELLER TO CURE THE INACCURACY(IES) NOTED IN THE BREACH NOTICE.
19
IF SELLER SO ELECTS TO EXTEND THE CLOSING, THEN SELLER SHALL USE ITS DILIGENT
AND GOOD FAITH EFFORTS TO CURE THE INACCURACIES NOTED IN THE BREACH NOTICE.
IN
THE EVENT SELLER SO CURES SUCH INACCURACY(IES), IN FULL, THIS AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT.
IF SELLER FAILS TO TIMELY EXERCISE ITS RIGHT
TO EXTEND THE CLOSING, OR IF SELLER DOES SO EXTEND THE CLOSING, BUT THEN FAILS
TO CURE, IN FULL, THE INACCURACIES SET FORTH IN THE BREACH NOTICE, BUYER MAY
EITHER (A) TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO SELLER,