NO LONGER IS, TRUE AND CORRECT AND EXPLAINING THE STATE OF FACTS GIVING
RISE TO THE CHANGE. IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER FOR, OR BE
DEEMED TO BE IN DEFAULT HEREUNDER BY REASON OF, OR SHALL PURCHASER HAVE THE
RIGHT TO TERMINATE THIS AGREEMENT ON ACCOUNT OF, ANY REPRESENTATION OR WARRANTY
NO LONGER BEING TRUE AS A RESULT OF ANY CHANGE THAT OCCURS BETWEEN THE EFFECTIVE
DATE AND THE DATE OF CLOSING THAT IS BEYOND THE REASONABLE CONTROL OF SELLER TO
PREVENT AND DOES NOT RESULT FROM A BREACH BY SELLER OF ITS COVENANTS UNDER THIS
AGREEMENT, EXCEPTING THEREFROM THE REPRESENTATIONS SET FORTH IN SECTIONS 5.1
(EXCEPTING THEREFROM SECTION 5.1.4), 5.2.1, 5.2.2, 5.2.3, 5.2.6 (EXCEPTING
THEREFROM SECTION 5.2.6(III) AND 5.2.6(IV)), 5.2.7, 5.2.8, 5.2.9, AND 5.2.10. IF
DESPITE CHANGES OR OTHER MATTERS DESCRIBED IN SUCH CERTIFICATE, THE CLOSING
OCCURS, SELLER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT
SHALL BE DEEMED TO HAVE BEEN MODIFIED BY ALL STATEMENTS MADE IN SUCH CERTIFICATE
AND THE CONDITIONS SET FORTH IN SECTION 4.6.2 HEREOF SHALL BE DEEMED SATISFIED.
4.2.6
EVIDENCE OF AUTHORITY. DELIVER TO PURCHASER COPIES OF THE AUTHORIZING
RESOLUTIONS OF SELLER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, WHICH RESOLUTIONS SHALL BE ACCEPTABLE TO PURCHASER.
4.2.7
FIRPTA. DELIVER TO PURCHASER AN AFFIDAVIT DULY EXECUTED BY SELLER
STATING THAT SELLER IS NOT A FOREIGN PERSON FOR PURPOSES OF SECTIONS 897 OR 1445
OF THE CODE;
4.2.8
DELIVERY OF RECORDS. DELIVER TO PURCHASER THE LEASES, OPERATING
AGREEMENTS WHICH WILL NOT BE TERMINATED AS PROVIDED IN THIS AGREEMENT, PLANS AND
PERMITS, IF ANY, IN THE POSSESSION OF SELLER, TOGETHER WITH SUCH LEASING AND
PROPERTY FILES AND RECORDS WHICH ARE MATERIAL IN CONNECTION WITH THE CONTINUED
OPERATION, LEASING AND MAINTENANCE OF THE PROPERTY, PROVIDED THAT THE LEASING
AND PROPERTY FILES SHALL REMAIN AT THE INDIVIDUAL PROPERTY AND BE DEEMED
DELIVERED AT CLOSING. IN ADDITION, SELLER SHALL DELIVER COPIES OF THE
ORGANIZATIONAL DOCUMENTS TO PURCHASER, EITHER AT THE CLOSING, OR AT SUCH OTHER
LOCATION AS IS REASONABLY ACCEPTABLE TO PURCHASER AND SELLER.
4.2.9
CLOSING STATEMENT. EXECUTE AND DELIVER A COUNTERPART ORIGINAL OF THE
CLOSING STATEMENT;
10
4.2.10
CONSENT DOCUMENTATION. EXECUTE AND DELIVER OR CAUSE TO BE EXECUTED AND
DELIVERED THE CONSENT DOCUMENTATION TO BE EXECUTED BY SELLER OR ITS AFFILIATES;
4.2.11
DISSOLUTION OF ILLINOIS MANAGER AND PROPERTY MANAGERS. SELLER SHALL
EXECUTE, DELIVER AND FILE, AS NECESSARY, ANY AND ALL DOCUMENTS NECESSARY TO
EVIDENCE THE DISSOLUTION OF ILLINOIS MANAGER AND THE PROPERTY MANAGERS, SUCH
DISSOLUTIONS, IN EACH CASE, OCCURRING AT OR BEFORE THE CLOSING;
4.2.12
RESIGNATION OF PROPERTY MANAGERS AND ILLINOIS MANAGER. EXECUTE, DELIVER
AND FILE, AS NECESSARY, ANY AND ALL DOCUMENTS NECESSARY TO EVIDENCE THE
RESIGNATION OF ILLINOIS MANAGER AS MANAGER OF EACH OF OFP LLC, 200 SOUTH WACKER
LLC, 10/120 GROUND LESSOR AND 10/120 GROUND LESSEE AND THE RESIGNATION OF EACH
OF THE PROPERTY MANAGERS AS PROPERTY MANAGER OF THE INDIVIDUAL PROPERTY;
4.2.13
TITLE MATTERS. DELIVER TO THE TITLE COMPANY, TO THE EXTENT ILLINOIS LAW
PROVIDES FOR STATUTORY LIENS BY