or (c) if
such failure constitutes a default by Seller of its covenants hereunder,
exercise any of its remedies pursuant to Section 10.2.
8.2
SELLER'S CONDITIONS TO CLOSING.
Without limiting any of the rights of Seller elsewhere provided for in this
Contract, Seller's obligation to close with respect to conveyance of the
Property under this Contract shall be subject to and conditioned upon the
fulfillment of the following conditions precedent:
8.2.1
ALL OF THE DOCUMENTS AND FUNDS REQUIRED TO BE DELIVERED BY
PURCHASER TO SELLER AT THE CLOSING PURSUANT TO THE TERMS AND CONDITIONS HEREOF
SHALL HAVE BEEN DELIVERED;
8.2.2
EACH OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER
CONTAINED HEREIN SHALL BE TRUE IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE;
8.2.3
PURCHASER SHALL HAVE COMPLIED WITH, FULFILLED AND PERFORMED IN ALL
MATERIAL RESPECTS EACH OF THE COVENANTS, TERMS AND CONDITIONS TO BE COMPLIED
WITH, FULFILLED OR PERFORMED BY PURCHASER HEREUNDER
8.2.4
THE SELLER HAS INFORMED PURCHASER THAT IN CONNECTION
WITH THE SALE OF THE PROPERTY PURSUANT TO THIS CONTRACT, THE SELLER MAY FILE AN
INFORMATION STATEMENT WITH THE UNITED STATES SECURITIES EXCHANGE COMMISSION (THE
"SEC") PURSUANT TO RULE 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "INFORMATION STATEMENT") AND OF DISTRIBUTE THE INFORMATION STATEMENT TO
SUCH SELLER'S LIMITED PARTNERS.
THE SELLER SHALL HAVE THE OPTION TO FILE THE
INFORMATION STATEMENT WITH THE SEC AT ANY TIME PRIOR TO THE EXPIRATION OF THE
FEASIBILITY PERIOD AND THEREAFTER SHALL USE COMMERCIALLY REASONABLY EFFORTS TO
DILIGENTLY PROCESS THE INFORMATION STATEMENT.
IT SHALL BE A CONDITION TO THE
SELLER'S CLOSING OBLIGATIONS HEREUNDER THAT (A) EITHER (X) SUCH SELLER HAS NOT
RECEIVED ANY COMMENTS ON THE INFORMATION STATEMENT FROM SEC FOR A PERIOD OF TEN
(10) BUSINESS DAYS AFTER THE INFORMATION STATEMENT HAS BEEN FILED WITH THE SEC
OR (Y) IF SUCH SELLER HAS RECEIVED COMMENTS FROM THE SEC WITHIN SUCH TEN (10)
BUSINESS DAY PERIOD, SUCH COMMENTS HAVE BEEN ADDRESSED TO THE SATISFACTION OF
THE SEC AND THE SEC HAS CONFIRMED THAT IT HAS NO FURTHER COMMENTS TO THE
INFORMATION STATEMENT AND (B) THEREAFTER THE INFORMATION STATEMENT HAS BEEN
DELIVERED TO EACH OF THE LIMITED PARTNERS OF SUCH SELLER AND A PERIOD OF NOT
LESS THAN TWENTY (20) CALENDAR DAYS HAS EXPIRED;
8.2.5
NEITHER PURCHASER NOR ANY MEMBER OF PURCHASER SHALL BE A DEBTOR IN
ANY BANKRUPTCY PROCEEDING; AND
8.2.6
THERE SHALL NOT BE ANY PENDING LITIGATION OR, TO THE KNOWLEDGE OF
EITHER PURCHASER OR SELLER, ANY LITIGATION THREATENED IN WRITING, WHICH, IF
ADVERSELY DETERMINED, WOULD RESTRAIN THE CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS CONTRACT OR DECLARE ILLEGAL, INVALID OR NONBINDING ANY OF
THE COVENANTS OR OBLIGATIONS OF THE PURCHASER.
If any of the foregoing conditions to Seller's obligations to close with respect
to the conveyance of the Property under this Contract are not met, Seller may
(a) waive any of the foregoing conditions and proceed to Closing on the Closing
Date, (b) terminate this Contract, or (c) if such failure constitutes a default
by