conveyance of
its 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
SIENNA SELLER HAS INFORMED PURCHASER THAT IN CONNECTION WITH THE
SALE OF THE PROPERTY PURSUANT TO THIS CONTRACT, SIENNA SELLER IS REQUIRED TO
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").
SIENNA SELLER SHALL FILE THE
INFORMATION STATEMENT WITH THE SEC AFTER THE EFFECTIVE DATE.
IT SHALL BE A
CONDITION TO SIENNA SELLER'S CLOSING OBLIGATIONS HEREUNDER THAT (A) EITHER (X)
SIENNA SELLER HAS NOT RECEIVED ANY COMMENTS ON THE INFORMATION STATEMENT FROM
SEC FOR A PERIOD OF 10 BUSINESS DAYS AFTER THE INFORMATION STATEMENT HAS BEEN
FILED WITH THE SEC OR (Y) IF SIENNA SELLER HAS RECEIVED COMMENTS FROM THE SEC
WITHIN SUCH 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 SIENNA SELLER
AND A PERIOD OF NOT LESS THAN 20 DAYS HAS EXPIRED;
8.2.5
WITH RESPECT TO EACH PROPERTY, THE APPLICABLE LOAN ASSUMPTION AND
RELEASE SHALL HAVE OCCURRED; 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 in Sections 8.2.1 through 8.2.5. to a
Seller's obligation to close with respect to conveyance of its Property under
this Contract are not met, Sellers may (a) waive any of the foregoing conditions
and proceed to Closing on the Closing Date, (b) terminate this Contract in its
entirety with respect to both Properties (but not in part with respect to one
Property), and, if such failure constitutes a default by Purchaser, exercise any
of its remedies under Section 10.1.
The termination of this Contract pursuant
to this Section 8.2 shall be exercised by written notice from Sellers'
Representative to Purchaser by 12:00 p.m. of the Closing Date.
ARTICLE IX
BROKERAGE
9.1
INDEMNITY.
Each Seller, severally and individually, represents and warrants to Purchaser
that it has dealt only with Jamie B. May, c/o Marcus & Millichap, 100