THE CLOSING DATE.
PURCHASER OR SELLER
MAY REQUEST THAT PURCHASER AND SELLER UNDERTAKE TO RE-ADJUST ANY ITEM ON THE
PRORATION SCHEDULE (OR ANY ITEM OMITTED THEREFROM) IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.4 OF THIS CONTRACT; PROVIDED, HOWEVER, THAT NEITHER
PARTY SHALL HAVE ANY OBLIGATION TO RE-ADJUST ANY ITEMS FOR THE PROPERTY (A)
AFTER THE EXPIRATION OF 90 DAYS AFTER CLOSING, OR (B) SUBJECT TO SUCH 90-DAY
PERIOD, UNLESS SUCH ITEMS EXCEED $1,000.00 IN MAGNITUDE (EITHER INDIVIDUALLY OR
IN THE AGGREGATE) WITH RESPECT TO THE PROPERTY.
THE PROVISIONS OF THIS
SECTION 5.5 SHALL SURVIVE THE CLOSING AND DELIVERY OF THE DEED TO PURCHASER.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
6.1
SELLER'S REPRESENTATIONS.
EXCEPT, IN ALL CASES, FOR ANY FACT,
INFORMATION OR CONDITION DISCLOSED IN THE TITLE DOCUMENTS, THE PERMITTED
EXCEPTIONS, THE PROPERTY CONTRACTS, OR THE MATERIALS, OR WHICH IS OTHERWISE
KNOWN BY PURCHASER PRIOR TO THE CLOSING, SELLER, INDIVIDUALLY AND SEVERALLY WITH
RESPECT ONLY TO ITSELF AND THE PROPERTY, REPRESENTS AND WARRANTS TO PURCHASER
THE FOLLOWING (COLLECTIVELY, THE "SELLER'S REPRESENTATIONS") AS OF THE EFFECTIVE
DATE AND AS OF THE CLOSING DATE (PROVIDED THAT PURCHASER'S REMEDIES IF SELLER'S
REPRESENTATIONS ARE UNTRUE AS OF THE CLOSING DATE ARE LIMITED TO THOSE SET FORTH
IN SECTION 8.1):
6.1.1
SELLER IS VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF DELAWARE; AND HAS OR AT THE CLOSING SHALL HAVE THE ENTITY POWER AND
AUTHORITY TO SELL AND CONVEY THE PROPERTY AND TO EXECUTE THE DOCUMENTS TO BE
EXECUTED BY SELLER AND PRIOR TO THE CLOSING WILL 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 AFFECT SELLER'S ABILITY TO
CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS CONTRACT OR THE PROPERTY.
THIS
CONTRACT IS A VALID, BINDING AND ENFORCEABLE AGREEMENT AGAINST SELLER IN
ACCORDANCE WITH ITS TERMS;
6.1.2
OTHER THAN THE LEASES, THE PROPERTY IS NOT SUBJECT TO ANY WRITTEN
LEASE EXECUTED BY SELLER OR, TO SELLER'S KNOWLEDGE, ANY OTHER POSSESSORY
INTERESTS OF ANY PERSON;
6.1.3
SUCH SELLER IS NOT A "FOREIGN PERSON," AS THAT TERM IS USED AND
DEFINED IN THE INTERNAL REVENUE CODE, SECTION 1445, AS AMENDED;
6.1.4
EXCEPT AS SET FORTH ON THE SELLER INFORMATION SCHEDULE AND FOR (A)
ANY ACTIONS BY SELLER TO EVICT TENANTS UNDER ITS 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 AGAINST THE PROPERTY;
6.1.5
TO SELLER'S KNOWLEDGE, SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE
FROM A GOVERNMENTAL AGENCY OF ANY