THE FINANCIAL AGREEMENT OR PECA IN ANY MANNER THAT
DIRECTLY OR INDIRECTLY DOES OR COULD INCREASE THE EXCESS NET PROFITS OR FINES
WHICH SELLER IS RESPONSIBLE FOR HEREUNDER.
SECTION 7.5
OCIP.
PURCHASER SHALL PAY TO SELLER ANY AMOUNTS
ACTUALLY RECEIVED BY PURCHASER OR PROPERTY OWNER FROM AND AFTER CLOSING UNDER
THE OCIP, INCLUDING ANY REFUNDS OR SAVINGS THEREUNDER.
SELLER SHALL BE
RESPONSIBLE FOR ANY PAYMENTS WHICH MAY BE REQUIRED TO BE MADE BY PROPERTY OWNER
UNDER THE OCIP AFTER THE CLOSING.
SECTION 7.6
EQR RELEASE.
SELLER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN A RELEASE OF AFE FROM ANY FURTHER OBLIGATIONS UNDER THAT
CERTAIN EASEMENT AGREEMENT DATED MARCH 21, 2001 BY AND AMONG AFE, CALI
HARBORSIDE (FEE) ASSOCIATES L.P. AND EQR - LINCOLN NORTH PIER L.L.C.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
SECTION 8.1
HARSIMUS REPRESENTATIONS AND WARRANTIES.
HARSIMUS
REPRESENTS AND WARRANTS TO PURCHASER THE FOLLOWING:
(A)
STATUS. HARSIMUS IS A LIMITED LIABILITY COMPANY, DULY ORGANIZED
AND VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF NEW
JERSEY.
(B)
AUTHORITY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND ALL
OTHER DOCUMENTS NOW OR HEREAFTER TO BE EXECUTED AND DELIVERED BY HARSIMUS
PURSUANT TO THIS AGREEMENT (COLLECTIVELY, THE "HARSIMUS DOCUMENTS" ) AND THE
PERFORMANCE OF HARSIMUS' OBLIGATIONS HEREUNDER AND UNDER THE HARSIMUS DOCUMENTS
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF HARSIMUS, AND
THIS AGREEMENT CONSTITUTES, AND THE HARSIMUS DOCUMENTS WILL CONSTITUTE, THE
LEGAL, VALID AND BINDING OBLIGATION OF HARSIMUS, ENFORCEABLE IN ACCORDANCE WITH
THEIR TERMS, SUBJECT TO BANKRUPTCY, REORGANIZATION AND OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND EXCEPT AS MAY BE
LIMITED BY GENERAL EQUITABLE PRINCIPLES.
THE PERSON SIGNING THIS AGREEMENT ON
BEHALF OF HARSIMUS HAS BEEN DULY AUTHORIZED TO SIGN AND DELIVER THIS AGREEMENT
ON BEHALF THEREOF.
(C)
NON-CONTRAVENTION.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE HARSIMUS DOCUMENTS BY HARSIMUS AND THE CONSUMMATION BY HARSIMUS OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT (I) VIOLATE ANY JUDGMENT, ORDER,
INJUNCTION, DECREE, REGULATION OR RULING OF ANY COURT OR AUTHORITY HAVING
JURISDICTION OVER HARSIMUS, (II) CONFLICT WITH, RESULT IN A
28
BREACH OF, OR CONSTITUTE A DEFAULT UNDER THE ORGANIZATIONAL DOCUMENTS OF
HARSIMUS, (III) VIOLATE ANY NOTE OR OTHER EVIDENCE OF INDEBTEDNESS, ANY
MORTGAGE, DEED OF TRUST OR INDENTURE TO WHICH HARSIMUS IS A PARTY OR BY WHICH IT
IS BOUND, OR (IV) PROVIDED THE APPROVALS ARE OBTAINED, VIOLATE ANY LEASE OR
OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH HARSIMUS IS A PARTY OR BY WHICH
IT IS BOUND.
(D)
CONSENTS.
OTHER THAN THE RECEIPT OF THE APPROVALS, NO CONSENT,
WAIVER, APPROVAL OR AUTHORIZATION IS REQUIRED FROM ANY PERSON OR ENTITY (THAT
HAS NOT ALREADY BEEN OBTAINED) IN CONNECTION WITH THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE HARSIMUS DOCUMENTS BY HARSIMUS OR THE PERFORMANCE BY
HARSIMUS OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(E)
SUITS AND PROCEEDINGS.
EXCEPT AS LISTED ON SCHEDULE 8.1(E), THERE
ARE NO LEGAL ACTIONS, SUITS OR SIMILAR PROCEEDINGS PENDING AND SERVED, OR, TO
HARSIMUS'S