SELLER TO COOPERATE IN BUYER'S EFFORTS TO OBTAIN THE PERMITS.
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10.
DELIVERY OF PREMISES
DOCUMENTS.
(A)
DELIVERIES.
BUYER ACKNOWLEDGES THAT, PRIOR TO THE DATE HEREOF, SELLER HAS,
TO THE EXTENT IN SELLER'S POSSESSION, FURNISHED OR MADE AVAILABLE TO BUYER THE
ITEMS LISTED ON EXHIBIT "G" HERETO.
(B)
NO WARRANTY.
NOTWITHSTANDING THE PRIOR PROVISIONS OF THIS PARAGRAPH 10 TO
THE CONTRARY, BUYER ACKNOWLEDGES AND UNDERSTANDS THAT SOME OF THE MATERIALS
DELIVERED BY SELLER (OR HAVE BEEN MADE AVAILABLE FOR BUYER'S INSPECTION) HAVE
BEEN PREPARED BY PARTIES OTHER THAN SELLER OR SELLER'S CURRENT PROPERTY
MANAGER.
IN ANY EVENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER,
EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF ANY SUCH
DELIVERED (OR MADE AVAILABLE) MATERIALS EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 9 HEREOF.
11.
BUYER
REPRESENTATIONS.
BUYER HEREBY REPRESENTS TO SELLER, AS OF THE DATE HEREOF AND
AS OF THE DATE OF CLOSING, AS FOLLOWS:
(A)
ORGANIZATION.
BUYER IS A CORPORATION, DULY ORGANIZED AND VALIDLY EXISTING
UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS ALL REQUISITE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED.
(B)
AUTHORIZATION.
BUYER HAS THE REQUISITE POWER AND AUTHORITY TO ENTER INTO
AND PERFORM THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND BUYER
HAS DULY AUTHORIZED THE EXECUTION OF THIS AGREEMENT AND OBTAINED ALL NECESSARY
CONSENTS (WHETHER FROM A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY) IN ORDER
TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM HEREUNDER AND OTHERWISE
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(C)
NO VIOLATION OR CONFLICT.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
AGREEMENT WILL NOT VIOLATE ANY OF BUYER'S ORGANIZATIONAL OR GOVERNING DOCUMENTS
OR ANY CONTRACT, AGREEMENT, COMMITMENT, ORDER, JUDGMENT OR DECREE TO WHICH BUYER
IS A PARTY OR BY WHICH BUYER IS BOUND.
(D)
ERISA.
BUYER IS NOT ACQUIRING THE PREMISES OR THE PERSONAL PROPERTY WITH
THE ASSETS OF AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA").
(E)
LITIGATION.
THERE IS, AS OF THE DATE OF THIS AGREEMENT AND AS OF THE
CLOSING DATE, NO PENDING LITIGATION THAT HAVE BEEN SERVED AGAINST BUYER, NOR TO
BUYER'S KNOWLEDGE, HAS SUCH LITIGATION BEEN, AS OF THE DATE OF THIS AGREEMENT,
THREATENED IN WRITING AGAINST BUYER, THAT WOULD, IN EACH CASE, MATERIALLY
ADVERSELY AFFECT BUYER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT.
(F)
BANKRUPTCY.
BUYER HAS NOT MADE A GENERAL ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, FILED ANY VOLUNTARY PETITION IN BANKRUPTCY OR SUFFERED THE FILING OF
ANY INVOLUNTARY PETITION BY ITS CREDITORS, SUFFERED THE APPOINTMENT OF A
RECEIVER TO TAKE POSSESSION OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS, SUFFERED
THE ATTACHMENT OR OTHER JUDICIAL SEIZURE OF ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS, OR ADMITTED IN WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY COME DUE.
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12.
CONDITIONS PRECEDENT
TO CLOSING.
(A)
BUYER SHALL NOT BE OBLIGATED TO CLOSE UNDER THIS AGREEMENT
UNLESS EACH OF THE FOLLOWING CONDITIONS HAVE BEEN WAIVED BY BUYER