AND (II) WITH RESPECT TO THE
ONGOING CONSTRUCTION MATTERS AT LIBERTY CENTER III, EDWARD WESTRICK
(COLLECTIVELY, THE "SELLER KNOWLEDGE PARTIES"), IN ALL CASES WITHOUT ANY
INDEPENDENT INVESTIGATION OR VERIFICATION OR ANY DUTY TO MAKE ANY INQUIRY,
REVIEW OR INVESTIGATION. THE SELLER KNOWLEDGE PARTIES ARE THE PARTIES OF SELLER
WITH THE MOST KNOWLEDGE ABOUT THE LEASING, MANAGEMENT, OPERATIONS AND
DEVELOPMENT OF THE PROPERTIES. THE SELLER KNOWLEDGE PARTIES ARE NOT CHARGED WITH
KNOWLEDGE OF THE ACTS, OMISSIONS AND/OR KNOWLEDGE OF THE PREDECESSORS IN TITLE
TO ANY OF THE PROPERTIES OR WITH KNOWLEDGE OF THE ACTS, OMISSIONS AND/OR
KNOWLEDGE OF ANY OF THE SELLER'S AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES.
NOTHING HEREIN SHALL BE CONSTRUED TO IMPLY OR MEAN THAT ANY OF THE SELLER
KNOWLEDGE PARTIES HAVE ANY PERSONAL LIABILITY FOR A BREACH OF A REPRESENTATION
OR WARRANTY OR OTHERWISE.
SECTION 8.7.
SELLERS' REPRESENTATIONS AND WARRANTIES. EACH OF THE BUYER AND THE
SELLERS ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, (I) ANY REPRESENTATION OR WARRANTY MADE BY SELLER OR SELLERS
HEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE BY EACH SELLER INDIVIDUALLY AS SUCH
REPRESENTATION OR WARRANTY PERTAINS TO SUCH SELLER OR ITS PROPERTY ONLY, AND
(II) ANY LIABILITY IMPOSED ON ANY SELLER HEREUNDER, WHETHER PURSUANT TO THIS
AGREEMENT OR OTHERWISE, SHALL BE SEVERAL (AND NOT JOINT) AS TO EACH SELLER, AND,
EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LIABILITY OF EACH SELLER SHALL
BE LIMITED TO THE INTEREST OF SUCH SELLER IN ITS PROPERTY.
32
ARTICLE IX.
BUYER'S REPRESENTATIONS.
SECTION 9.1.
BUYER'S REPRESENTATIONS. BUYER REPRESENTS AND WARRANTS TO SELLERS
THAT AS OF THE EFFECTIVE DATE THE FOLLOWING REPRESENTATIONS AND WARRANTIES ARE
TRUE IN ALL MATERIAL RESPECTS AND SHALL BE TRUE IN ALL MATERIAL RESPECTS ON THE
CLOSING DATE:
(A)
BUYER IS A LIMITED PARTNERSHIP DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF INDIANA. AT THE CLOSING DATE, BUYER
OR ITS PERMITTED ASSIGNEES WILL BE AUTHORIZED TO DO BUSINESS IN THE COMMONWEALTH
OF VIRGINIA. BUYER HAS FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND ALL OTHER DOCUMENTS NOW OR HEREAFTER TO BE EXECUTED AND DELIVERED
BY IT PURSUANT TO THIS AGREEMENT (THE "BUYER'S DOCUMENTS") AND TO PERFORM ALL
OBLIGATIONS ARISING UNDER THIS AGREEMENT AND BUYER'S DOCUMENTS. THIS AGREEMENT
CONSTITUTES, AND BUYER'S DOCUMENTS WILL EACH CONSTITUTE, THE LEGAL, VALID AND
BINDING OBLIGATIONS OF BUYER ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS, COVENANTS AND CONDITIONS, SUBJECT TO BANKRUPTCY,
REORGANIZATION AND OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS,
RIGHTS GENERALLY, AND EXCEPT AS MAY BE LIMITED BY GENERAL EQUITABLE PRINCIPLES.
EACH PERSON OR ENTITY COMPRISING BUYER HAS DULY AUTHORIZED AND APPROVED THIS
AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY.
(B)
THIS AGREEMENT AND BUYER'S DOCUMENTS DO NOT AND WILL NOT CONTRAVENE ANY
PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF BUYER, ANY JUDGMENT, ORDER, DECREE,
WRIT, INJUNCTION OR ANY OTHER AGREEMENT BINDING ON BUYER, OR ANY PROVISION OF
ANY EXISTING LAW OR REGULATION TO WHICH BUYER IS A PARTY OR IS