OF NOTICE OR
THE PASSAGE OF TIME OR BOTH, TO DECLARE DEFAULT OR ACCELERATE ANY OBLIGATION
UNDER) OR VIOLATE (X) ITS CERTIFICATE OF FORMATION OR LIMITED LIABILITY COMPANY
AGREEMENT, OR (Y) ANY CONTRACT TO WHICH SUCH PURCHASER IS A PARTY OR BY WHICH
ITS PROPERTIES OR ASSETS ARE BOUND, OR ANY REQUIREMENT OF LAW APPLICABLE TO IT,
OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF ITS MEMBERSHIP
INTERESTS, PROPERTIES OR ASSETS IN ANY CASE UNDER THIS CLAUSE (Y) IN ANY RESPECT
THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON IT OR ITS ABILITY TO EXECUTE AND
DELIVER THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.
5.5
LITIGATION.
THERE IS NO CLAIM, ACTION, SUIT, OR LEGAL,
ADMINISTRATIVE OR OTHER PROCEEDING OR GOVERNMENTAL INVESTIGATION PENDING OR, TO
THE BEST KNOWLEDGE OF SUCH PURCHASER, THREATENED, ANTICIPATED OR CONTEMPLATED
AGAINST SUCH PURCHASER WHICH, IN ANY SINGLE CASE OR IN THE AGGREGATE, CHALLENGES
OR QUESTIONS IN ANY RESPECT THE VALIDITY OF, OR WOULD PREVENT OR HINDER THE
CONSUMMATION OF, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
5.6
INVESTMENT INTENT.
SUCH PURCHASER IS ACQUIRING THE PURCHASED
PARTNERSHIP INTEREST THAT IT IS ACQUIRING HEREUNDER FOR ITS OWN ACCOUNT AND WITH
NO PRESENT
11
intention of distributing or selling such Purchased Partnership Interest, in
violation of the Securities Act or any applicable state securities law.
5.7
NO COMMISSIONS.
SUCH PURCHASER HAS NOT INCURRED ANY OBLIGATION
FOR ANY FINDER'S OR BROKER'S OR AGENT'S FEES OR COMMISSIONS IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY.
5.8
EXCLUSIVITY OF REPRESENTATIONS.
THE REPRESENTATIONS AND
WARRANTIES MADE BY THE PURCHASERS IN THIS AGREEMENT ARE IN LIEU OF AND ARE
EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES.
THE
PURCHASERS HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR
WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE SELLERS OR THEIR
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION
OR OTHER INFORMATION (INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL PROJECTIONS
OR OTHER SUPPLEMENTAL DATA).
ARTICLE VI
COVENANTS
6.1
FILINGS.
EACH OF THE PURCHASERS AND THE SELLERS SHALL MAKE (OR
CAUSE THE PARTNERSHIPS TO MAKE), ON A PROMPT AND TIMELY BASIS, ALL GOVERNMENTAL
OR REGULATORY NOTIFICATIONS AND FILINGS REQUIRED TO BE MADE BY IT FOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
6.2
PUBLIC ANNOUNCEMENTS.
THE FORM AND CONTENT OF ALL PRESS RELEASES
OR OTHER PUBLIC COMMUNICATIONS OF ANY SORT RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT, AND THE METHOD OF THEIR RELEASE, OR PUBLICATION THEREOF, SHALL,
EXCEPT AS REQUIRED BY LAW, BE SUBJECT TO THE PRIOR APPROVAL OF THE PARTIES
HERETO, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
6.3
FURTHER ASSURANCES.
EACH PARTY SHALL EXECUTE AND DELIVER SUCH
ADDITIONAL INSTRUMENTS AND OTHER DOCUMENTS AND SHALL TAKE SUCH FURTHER ACTIONS
AS MAY BE NECESSARY OR APPROPRIATE TO EFFECTUATE, CARRY OUT AND COMPLY WITH ALL
OF THE TERMS OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
6.4
COOPERATION.
THE PURCHASERS AND THE SELLERS EACH AGREE TO
COOPERATE WITH THE OTHER IN THE PREPARATION