RISK OF
HOLDING THE OP UNITS FOR AN INDEFINITE PERIOD AND ARE ABLE TO AFFORD THE
COMPLETE LOSS OF ITS INVESTMENT IN THE OP UNITS.
(III)
CONTRIBUTORS HAVE BEEN ADVISED AND
ACKNOWLEDGE THAT (W) THE OP UNITS MAY NOT BE TRANSFERRED OR REDEEMED, EXCEPT IN
ACCORDANCE WITH THIS AGREEMENT AND THE PARTNERSHIP AGREEMENT AND CONTRIBUTORS
WILL CONTINUE TO BEAR THE ECONOMIC RISK OF THEIR RESPECTIVE INVESTMENTS IN THE
OP UNITS DURING THE PERIOD OF OWNERSHIP, (X) IT IS NOT ANTICIPATED THAT THERE
WILL BE ANY PUBLIC MARKET FOR THE OP UNITS AT ANY TIME, (Y) RULE 144 PROMULGATED
UNDER THE 1933 ACT MAY NOT BE AVAILABLE WITH RESPECT TO THE SALE OF ANY
SECURITIES OF ACQUIRER AND ACQUIRER HAS MADE NO COVENANT, AND MAKES NO COVENANT,
TO MAKE RULE 144 AVAILABLE WITH RESPECT TO THE SALE OF ANY SECURITIES OF
ACQUIRER AND (Z) A NOTATION SHALL BE MADE IN THE APPROPRIATE RECORDS OF ACQUIRER
INDICATING THAT THE OP UNITS ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET
FORTH IN THIS AGREEMENT AND THE PARTNERSHIP AGREEMENT.
(IV)
EACH OF CONTRIBUTORS IS AN "ACCREDITED
INVESTOR" (AS SUCH TERM IS DEFINED IN RULE 501 (A) OF REGULATION D UNDER THE
1933 ACT).
9.2.
(A)
AS USED
IN THIS AGREEMENT, THE WORDS "PARTNERSHIP'S KNOWLEDGE" OR "TRANSFERORS'
KNOWLEDGE" OR WORDS OF SIMILAR IMPORT SHALL BE DEEMED TO MEAN, AND SHALL BE
LIMITED TO, THE ACTUAL (AS DISTINGUISHED FROM IMPLIED, IMPUTED OR CONSTRUCTIVE)
KNOWLEDGE OF STEVEN D. ROBINSON, THE PERSON CHARGED WITH THE MANAGEMENT
RESPONSIBILITY FOR THE PROPERTY.
THE PARTNERSHIP AND EACH OF THE TRANSFERORS
HEREBY AGREE THAT STEVEN D. ROBINSON SHALL HAVE THE RIGHT TO EXERCISE ALL
RIGHTS, GIVE AND RECEIVE ALL NOTICES AND EXECUTE ANY AND ALL DOCUMENTATION ON
THEIR BEHALF IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY AND MATTERS
ARISING OUT OF THIS AGREEMENT.
(B)
IF AT OR PRIOR TO THE CLOSING, ACQUIRER
SHALL HAVE ACTUAL KNOWLEDGE OR IS DEEMED TO HAVE KNOWN (AS HEREINAFTER DEFINED)
(WHETHER THROUGH ITS OWN EFFORTS, BY NOTICE FROM PARTNERSHIP, TRANSFERORS, OR
OTHERWISE) THAT ANY OF THE REPRESENTATIONS OR WARRANTIES MADE HEREIN BY
PARTNERSHIP OR TRANSFERORS ARE UNTRUE, INACCURATE OR INCORRECT AND SHALL GIVE
TRANSFERORS NOTICE THEREOF AT OR PRIOR TO THE CLOSING, THEN TRANSFERORS MAY
ELECT BY NOTICE TO ACQUIRER TO ADJOURN THE CLOSING ONE OR MORE TIMES FOR UP TO
SIXTY (60) DAYS IN THE AGGREGATE IN ORDER TO CURE OR CORRECT SUCH UNTRUE,
INACCURATE OR INCORRECT REPRESENTATION OR WARRANTY.
IF THE DAMAGES ARISING FROM
SUCH BREACH OF ANY SUCH REPRESENTATION OR WARRANTY ARE EQUAL TO OR LESS THAN
$250,000, ACQUIRER SHALL NEVERTHELESS BE DEEMED TO, AND SHALL, WAIVE SUCH
MISREPRESENTATION AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT
ANY REDUCTION OR CREDIT AGAINST THE CONSIDERATION.
IF THE DAMAGES ARISING FROM
SUCH BREACH OF ANY SUCH REPRESENTATION OR WARRANTY ARE MORE THAN $250,000,
ACQUIRER, AS ITS SOLE REMEDY IN RESPECT THEREOF, SHALL ELECT EITHER (X) TO
26
WAIVE SUCH MISREPRESENTATIONS AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY WITHOUT ANY REDUCTION OF OR CREDIT AGAINST THE CONSIDERATION, OR