OBLIGATION TO
PURCHASER, AND THIS AGREEMENT SHALL TERMINATE AND BE OF NO FURTHER FORCE OR
EFFECT EXCEPT AS TO THOSE PROVISIONS THAT EXPRESSLY SURVIVE TERMINATION.
8.8
INTENTIONALLY DELETED.
8.9
MASTER LEASE.
AT CLOSING, SELLER AND PURCHASER SHALL ENTER INTO A
MASTER LEASE AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO AND
INCORPORATED HEREIN AS EXHIBIT S (THE "MASTER LEASE").
AT CLOSING, IN
CONNECTION WITH SELLER'S RENT PAYMENTS UNDER THE MASTER LEASE, SELLER SHALL
DEPOSIT $1,390,000.00 OF THE PROCEEDS FROM THE SALE OF THE PROPERTY INTO AN
ESCROW ACCOUNT WITH ESCROW AGENT PURSUANT TO THE TERMS AND CONDITIONS OF THE
HOLDBACK AGREEMENT ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT T (THE
"HOLDBACK AGREEMENT").
AT CLOSING, THE PARTIES SHALL EXECUTE AND DEPOSIT WITH
THE ESCROW AGENT THE HOLDBACK AGREEMENT.
9.
REPRESENTATIONS, WARRANTIES AND COVENANTS.
9.1
SELLER'S REPRESENTATIONS AND WARRANTIES.
SUBJECT TO SECTION 9.5,
SELLER HEREBY REPRESENTS AND WARRANTS TO PURCHASER AS TO THE FOLLOWING MATTERS,
AS OF THE DATE OF THIS AGREEMENT:
9.1.1
ORGANIZATION AND AUTHORITY.
SELLER IS DULY ORGANIZED AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF ITS ORGANIZATION.
SUBJECT TO OBTAINING
BOARD APPROVAL, SELLER HAS THE POWER AND AUTHORITY UNDER ITS ORGANIZATIONAL
DOCUMENTS TO SELL, TRANSFER, CONVEY AND DELIVER THE PROPERTY TO BE SOLD AND
PURCHASED HEREUNDER, AND ALL ACTION AND APPROVALS REQUIRED THEREUNDER HAVE BEEN
DULY TAKEN AND OBTAINED.
9.1.2
NO CONFLICT.
SUBJECT TO OBTAINING BOARD APPROVAL, THE EXECUTION
AND DELIVERY OF THIS AGREEMENT, THE CONSUMMATION OF THE TRANSACTIONS PROVIDED
FOR HEREIN AND THE FULFILLMENT OF THE TERMS HEREOF WILL NOT RESULT IN A BREACH
OF ANY OF THE TERMS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, ANY
PROVISION OF SELLER'S RESPECTIVE ORGANIZATIONAL DOCUMENTS.
9.1.3
CONDEMNATION.
SELLER HAS NOT RECEIVED FROM ANY GOVERNMENTAL
AUTHORITY ANY WRITTEN NOTICE OF ANY CONDEMNATION OF THE PROPERTY OR ANY PART
THEREOF.
9.1.4
LITIGATION.
EXCEPT AS SET FORTH ON EXHIBIT N ATTACHED HERETO,
SELLER HAS NOT BEEN SERVED WITH ANY MATERIAL LITIGATION WHICH IS STILL PENDING
AGAINST SELLER WITH RESPECT TO ITS OWNERSHIP OR OPERATION OF THE PROPERTY.
15
9.1.5
DELIVERY OF WRITTEN MATERIALS.
(I) ALL LEASES AND SERVICE
CONTRACTS WHICH SELLER HAS DELIVERED OR SHALL DELIVER TO PURCHASER PURSUANT TO
THIS AGREEMENT ARE AND SHALL BE COMPLETE COPIES OF THE SAME IN SELLER'S
POSSESSION IN ALL MATERIAL RESPECTS, (II) TO SELLER'S KNOWLEDGE, AND EXCEPT AS
SET FORTH IN THE ESTOPPEL CERTIFICATES, EACH OF THE LEASES LISTED ON THE LIST OF
LEASES ATTACHED HERETO AS EXHIBIT O IS IN FULL FORCE AND EFFECT IN ALL MATERIAL
RESPECTS ACCORDING TO THE TERMS SET FORTH THEREIN, (III) TO SELLER'S KNOWLEDGE,
THE LIST OF SERVICE CONTRACTS ATTACHED HERETO AS EXHIBIT C IS TRUE, CORRECT AND
COMPLETE AS OF THE EFFECTIVE DATE, (IV) THE LIST OF LEASES ATTACHED HERETO AS
EXHIBIT O IS TRUE, CORRECT AND COMPLETE AS OF THE EFFECTIVE DATE, (V) THE LEASES
LISTED ON THE LIST OF LEASES ATTACHED HERETO AS EXHIBIT O HAVE NOT BEEN AMENDED
OR ALTERED, IN WRITING OR OTHERWISE EXCEPT AS SET FORTH ON EXHIBIT O, (VI)