OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS CONTRACT OR DECLARE ILLEGAL, INVALID OR NONBINDING ANY OF
THE COVENANTS OR OBLIGATIONS OF THE PURCHASER;
8.2.5
THE LOAN ASSUMPTION AND RELEASE SHALL HAVE OCCURRED; AND
8.2.6
SELLER HAS INFORMED PURCHASER THAT IN CONNECTION WITH THE SALE OF THE
PROPERTY PURSUANT TO THIS CONTRACT, 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") AND TO DISTRIBUTE THE INFORMATION STATEMENT TO SELLER'S
LIMITED PARTNERS.
SELLER SHALL FILE THE INFORMATION STATEMENT WITH THE SEC
PROMPTLY AFTER THE EFFECTIVE DATE.
IT SHALL BE A CONDITION TO SELLER'S CLOSING
OBLIGATIONS HEREUNDER THAT (A) EITHER (X) 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 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
SELLER AND A PERIOD OF NOT LESS THAN 20 DAYS HAS EXPIRED.
SELLER SHALL ADVISE
PURCHASER WHEN THE INFORMATION STATEMENT IS BEING MAILED TO THE LIMITED
PARTNERS.
If any of the foregoing conditions to Seller's obligation to close with respect
to 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, or (b) terminate this Contract, and, if such failure constitutes a default
by Purchaser, exercise any of its remedies under Section 10.1.
If the Closing
does not occur because of a failure of Seller to comply with the provisions of
Section 8.2.6 and provided that Purchaser is not otherwise in default under this
Contract, then, in addition to the return of the Deposit to Purchaser, and as
Purchaser's sole remedy, Purchaser shall be entitled to the reimbursement of its
direct and actual out-of-pocket expenses and costs (documented by paid invoices
to third parties) in connection with this transaction, which reimbursement shall
not exceed $50,000 in the aggregate.
ARTICLE IX
BROKERAGE
9.1
INDEMNITY.
Seller represents and warrants to Purchaser that it has dealt only with
Georgia Malone, Georgia Malone & Company, Inc., 850 Third Ave., 19th Fl., New
York, NY 10022 ("Seller's Broker") in connection with this Contract.
Purchaser
represents and warrants to Seller that it has dealt only with Joseph Brecher,
Gebroe Hammer Associates, 2 West Northfield Road, Livingston, New Jersey 07039
("Purchaser's Broker") in connection with this Contract.
Seller and Purchaser
each represents and warrants to the other that, other than Seller's Broker and
Purchaser's Broker, it has not dealt with or utilized the services of any other
real estate broker, sales person or finder in connection with this Contract, and