OF THIS CONTRACT; AND
HAS THE ENTITY POWER AND AUTHORITY TO SELL AND CONVEY THE PROPERTY AND TO
EXECUTE THE DOCUMENTS TO BE EXECUTED BY SELLER AND PRIOR TO THE CLOSING WILL
HAVE TAKEN AS APPLICABLE, ALL CORPORATE, PARTNERSHIP, LIMITED LIABILITY COMPANY
OR EQUIVALENT ENTITY ACTIONS REQUIRED FOR THE EXECUTION AND DELIVERY OF THIS
CONTRACT, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
CONTRACT.
THE COMPLIANCE WITH OR FULFILLMENT OF THE TERMS AND CONDITIONS HEREOF
WILL NOT CONFLICT WITH, OR RESULT IN A BREACH OF, THE TERMS, CONDITIONS OR
PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, ANY CONTRACT TO WHICH SELLER IS A
PARTY OR BY WHICH SELLER IS OTHERWISE BOUND.
THIS CONTRACT IS A VALID, BINDING
AND ENFORCEABLE AGREEMENT AGAINST SELLER IN ACCORDANCE WITH ITS TERMS;
6.1.2
SELLER IS NOT A "FOREIGN PERSON," AS THAT TERM IS USED AND DEFINED IN
THE INTERNAL REVENUE CODE, SECTION 1445, AS AMENDED, NOR WILL THE TRANSACTION
CONTEMPLATED HEREIN BE SUBJECT TO THE WITHHOLDING REQUIREMENTS OF SECTION 1445
OF THE CODE;
6.1.3
EXCEPT FOR (A) ANY ACTIONS BY SELLER TO EVICT TENANTS UNDER THE LEASES
(EACH OF WHICH IS SET FORTH ON SCHEDULE 7(A)), (B) ANY MATTER COVERED BY
SELLER'S CURRENT INSURANCE POLICY(IES) (EACH OF WHICH IS SET FORTH ON SCHEDULE
7(B)) AND (C) THE TAX ASSESSMENT APPEALS SET FORTH IN SECTION 7.4 BELOW, THERE
ARE NO ACTIONS, PROCEEDINGS, LITIGATION (WITH GOVERNMENTAL AUTHORITIES OR THIRD
PARTIES) OR GOVERNMENTAL INVESTIGATIONS OR CONDEMNATION ACTIONS EITHER PENDING
OR, TO SELLER'S KNOWLEDGE, THREATENED IN WRITING AGAINST SELLER OR THE PROPERTY
(OR WHICH COULD OTHERWISE AFFECT PURCHASER AFTER THE CLOSING).
6.1.4
TO SELLER'S KNOWLEDGE, SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE OF
ANY
DEFAULT BY SELLER UNDER ANY OF THE PROPERTY CONTRACTS THAT WILL NOT BE
TERMINATED ON THE CLOSING DATE, WHICH DEFAULT REMAINS UNCURED.
6.1.5
ATTACHED HERETO AS SCHEDULE 8 IS A RENT ROLL FOR THE PROPERTY (THE "
RENT ROLL"), WHICH RENT ROLL (AS UPDATED PURSUANT TO SECTION 5.2.9) IS TRUE,
CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS.
6.1.6
ATTACHED HERETO AS SCHEDULE 9 IS (I) A SCHEDULE OF THE AGED RENT
ARREARS DUE AND OWING BY TENANTS AND (II) A TENANT SECURITY DEPOSIT LEDGER,
WHICH RENT ARREARS SCHEDULE AND TENANT SECURITY DEPOSIT LEDGER (AS UPDATED
PURSUANT TO SECTION 5.2.9) ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL
RESPECTS.
6.1.7
ATTACHED HERETO AS SCHEDULE 10 IS A LIST OF ALL CURRENT PROPERTY
CONTRACTS (THE " PROPERTY CONTRACTS LIST"), WHICH PROPERTY CONTRACT LIST (AS
UPDATED PURSUANT TO SECTION 5.2.10) IS TRUE, CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS.
THE COPIES OF THE PROPERTY CONTRACTS SET FORTH ON SCHEDULE 6
THAT HAVE BEEN PROVIDED TO PURCHASER ARE TRUE, ACCURATE AND COMPLETE IN ALL
MATERIAL RESPECTS, NO AMENDMENTS HAVE BEEN MADE TO ANY SUCH PROPERTY CONTRACTS
THAT HAVE NOT BEEN PROVIDED TO SELLER, NO DEFAULT EXISTS (BY EITHER SELLER OR
THE COUNTERPARTY) UNDER ANY SUCH PROPERTY CONTRACT, WHICH REMAINS UNCURED AND
SUCH PROPERTY CONTRACTS ARE IN FULL FORCE AND EFFECT.
6.1.8
TO SELLER'S KNOWLEDGE, ATTACHED HERETO AS SCHEDULE