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, WHICH CONFLICT, BREACH OR DEFAULT WOULD HAVE A MATERIAL ADVERSE AFFECT ON
SELLER'S ABILITY TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS CONTRACT OR
ON THE PROPERTY.
SUBJECT TO SECTION 8.2.5, THIS CONTRACT IS A VALID AND BINDING
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;
6.1.3
EXCEPT FOR (A) ANY ACTIONS BY SELLER TO EVICT TENANTS UNDER THE LEASES,
OR (B) ANY MATTER COVERED BY SELLER'S CURRENT INSURANCE POLICY(IES), TO SELLER'S
KNOWLEDGE, THERE ARE NO ACTIONS, PROCEEDINGS, LITIGATION OR GOVERNMENTAL
INVESTIGATIONS OR CONDEMNATION ACTIONS EITHER PENDING OR THREATENED IN WRITING
AGAINST THE PROPERTY, WHICH WILL ADVERSELY IMPACT SELLER'S ABILITY TO CONVEY THE
PROPERTY OR WHICH MIGHT MATERIALLY ADVERSELY AFFECT THE PROPERTY AFTER CLOSING;
6.1.4
TO SELLER'S KNOWLEDGE, SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE OF
ANY MATERIAL DEFAULT BY SELLER UNDER ANY OF THE PROPERTY CONTRACTS THAT WILL NOT
BE TERMINATED ON THE CLOSING DATE;
6.1.5
TO SELLER'S KNOWLEDGE, (I) THE RENT ROLL (AS UPDATED PURSUANT TO
SECTION 5.2.9) IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS AND DESCRIBES
THE FOLLOWING INFORMATION CONCERNING THE LEASES AS OF THE DATE THEREON: (A) UNIT
NUMBER, (B) NAME OF TENANT, (C) RENTAL RATE, AND (D) EXPIRATION DATE, AND (II)
THE SECURITY DEPOSIT LEDGER DELIVERED TO PURCHASER TOGETHER WITH THE MATERIALS
(AS UPDATED PURSUANT TO SECTION 5.4.6) IS COMPLETE AND ACCURATE IN ALL MATERIAL
RESPECTS AND DESCRIBES THE AMOUNT OF SECURITY DEPOSITS FOR THE LEASES;
6.1.6
TO SELLER'S KNOWLEDGE, THE PROPERTY CONTRACTS LIST (AS UPDATED PURSUANT
TO SECTION 5.2.10) IS COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS; AND
6.1.7
TO SELLER'S KNOWLEDGE, SELLER HAS NOT RECEIVED FROM ANY GOVERNMENTAL
AUTHORITY WRITTEN NOTICE OF ANY MATERIAL VIOLATION OF ANY BUILDING, ZONING,
FIRE, HEALTH OR ENVIRONMENTAL CODE OR ANY OTHER STATUTE APPLICABLE TO THE
PROPERTY WHICH HAS NOT BEEN CURED, OR WILL NOT BE CURED PRIOR TO CLOSING.
6.2
AS-IS.
Except as otherwise expressly set forth in Seller's Representations:
6.2.1
THE PROPERTY IS EXPRESSLY PURCHASED AND SOLD "AS IS," "WHERE IS," AND
"WITH ALL FAULTS."
6.2.2
THE PURCHASE PRICE AND THE TERMS AND CONDITIONS SET FORTH HEREIN ARE
THE RESULT OF ARM'S-LENGTH BARGAINING BETWEEN ENTITIES FAMILIAR WITH
TRANSACTIONS OF THIS KIND, AND SAID PRICE, TERMS AND CONDITIONS REFLECT THE FACT
THAT PURCHASER SHALL HAVE THE BENEFIT OF, BUT IS NOT RELYING UPON, ANY
INFORMATION PROVIDED BY SELLER OR BROKER OR STATEMENTS, REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, MADE BY OR ENFORCEABLE DIRECTLY AGAINST