PERFORMED IN ALL
MATERIAL RESPECTS ALL COVENANTS AND OBLIGATIONS REQUIRED TO BE PERFORMED BY THE
PURCHASER ON OR BEFORE THE CLOSING DATE.
(B)
IN THE EVENT THAT THE CONDITIONS SET FORTH IN
THIS SECTION 5 HAVE BEEN SATISFIED WITH RESPECT TO LESS THAN ALL OF THE
PROPERTIES, SELLERS SHALL NOT BE RELIEVED OF ANY OBLIGATION HEREUNDER WITH
RESPECT TO THOSE PROPERTIES WHICH ARE NOT SUBJECT TO SUCH UNSATISFIED
CONDITIONS.
SECTION 6.
REPRESENTATIONS AND WARRANTIES OF SELLERS.
To induce the Purchaser to enter into this Agreement, the Sellers represent and
warrant to the Purchaser as follows:
6.1
STATUS AND AUTHORITY OF THE SELLER, ETC.
EACH
SELLER IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF ITS STATE OF ORGANIZATION OR FORMATION, AND HAS ALL REQUISITE POWER AND
AUTHORITY UNDER ITS CHARTER DOCUMENTS TO ENTER INTO AND PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
9
6.2
ACTION OF THE SELLER, ETC.
EACH SELLER HAS
TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT, AND UPON THE EXECUTION AND DELIVERY OF ANY DOCUMENT TO BE
DELIVERED BY ANY SELLER ON OR PRIOR TO THE CLOSING DATE, THIS AGREEMENT AND SUCH
DOCUMENT SHALL CONSTITUTE THE VALID AND BINDING OBLIGATION AND AGREEMENT OF SUCH
SELLER, ENFORCEABLE AGAINST SUCH SELLER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS OF GENERAL APPLICATION AFFECTING THE RIGHTS AND
REMEDIES OF CREDITORS.
6.3
NO VIOLATIONS OF AGREEMENTS.
NEITHER THE
EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY ANY SELLER, NOR
COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF, WILL RESULT IN ANY BREACH OF
THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONFLICT WITH OR CONSTITUTE A DEFAULT
UNDER, OR RESULT IN THE CREATION OF ANY LIEN, CHARGE OR ENCUMBRANCE UPON ANY
PROPERTY PURSUANT TO THE TERMS OF ANY INDENTURE, MORTGAGE, DEED OF TRUST, NOTE,
EVIDENCE OF INDEBTEDNESS OR ANY OTHER AGREEMENT OR INSTRUMENT BY WHICH SUCH
SELLER IS BOUND.
6.4
LITIGATION.
TO THE SELLERS' ACTUAL KNOWLEDGE,
NO SELLER HAS RECEIVED WRITTEN NOTICE THAT ANY INVESTIGATION, ACTION OR
PROCEEDING IS PENDING OR THREATENED, WHICH (I) QUESTIONS THE VALIDITY OF THIS
AGREEMENT OR ANY ACTION TAKEN OR TO BE TAKEN PURSUANT HERETO, OR (II) INVOLVES
CONDEMNATION OR EMINENT DOMAIN PROCEEDINGS AGAINST ANY PROPERTY OR ANY PORTION
THEREOF.
6.5
EXISTING LEASES, ETC.
SUBJECT TO SECTION 8.1,
OTHER THAN THE LEASES LISTED IN THE RENT ROLL, NO SELLER HAS ENTERED INTO A
CONTRACT OR AGREEMENT WITH RESPECT TO THE OCCUPANCY OF ANY PROPERTY THAT WILL BE
BINDING ON THE PURCHASER AFTER THE CLOSING.
TO THE SELLERS' ACTUAL KNOWLEDGE:
(A) THE COPIES OF THE LEASES HERETOFORE DELIVERED BY THE SELLERS TO THE
PURCHASER ARE TRUE, CORRECT AND COMPLETE COPIES THEREOF; AND (B) THE LEASES HAVE
NOT BEEN AMENDED EXCEPT AS EVIDENCED BY AMENDMENTS SIMILARLY DELIVERED AND
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE APPLICABLE SELLER AND THE TENANTS
THEREUNDER.
EXCEPT AS OTHERWISE SET FORTH IN THE RENT ROLL OR THE