AGREEMENT AND EACH OTHER AGREEMENT AND OTHER INSTRUMENT
NECESSARY FOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER (TOGETHER WITH
A COPY OF SUCH RESOLUTION), THAT SUCH ACTION BY SUCH GENERAL PARTNER[S],
MANAGING MEMBER[S], TRUSTEE[S] OR MANAGER[S] CONSTITUTES THE ONLY AUTHORIZATION
REQUIRED FOR SUCH EXECUTION, DELIVERY AND CONSUMMATION BY PURCHASER AND IT HAS
NOT BEEN REVOKED OR OTHERWISE WITHDRAWN AND REMAINS IN FULL FORCE AND EFFECT;
AND
(II)
AS TO A TRUE, COMPLETE AND CORRECT COPY OF
PURCHASER'S ORGANIZATIONAL DOCUMENTS (INCLUDING ALL DOCUMENTS FILED OF RECORD IN
THE JURISDICTION OF ITS ORGANIZATION, IF ANY, CERTIFIED BY THE APPROPRIATE
AUTHORITY IN SUCH JURISDICTION, IF AVAILABLE), THAT THE SAME HAVE NOT BEEN
AMENDED (EXCEPT AS NOTED THEREIN) AND THAT THEY ARE IN FULL FORCE AND EFFECT AS
OF THE CLOSING DATE, AND ALSO CERTIFYING AS TO THE INCUMBENCY OF THE
REPRESENTATIVES OF PURCHASER EXECUTING AND DELIVERING THIS AGREEMENT AND THE
OTHER DOCUMENTS AND INSTRUMENTS PROVIDED HEREIN TO BE EXECUTED AND DELIVERED BY
THE PURCHASER.
(D)
REPRESENTATIONS AND WARRANTIES.
A DULY
EXECUTED CERTIFICATE OF PURCHASER DATED AS OF THE CLOSING DATE, CERTIFYING THAT
EACH OF THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED IN SECTION 8.1
OF THIS AGREEMENT IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS IF REMADE ON
AND AS OF THE CLOSING DATE (OR, IN THE CASE OF A REPRESENTATION THAT BY ITS
TERMS IS MADE AS OF A SPECIFIED DATE, AS OF SUCH DATE) IDENTIFYING ANY
REPRESENTATION OR WARRANTY THAT WOULD NOT BE TRUE AND CORRECT IF REMADE AS
DESCRIBED ABOVE EXPLAINING THE REASONS THEREFOR.
(E)
OTHER DOCUMENTS, ETC.
ALL OTHER
INSTRUMENTS AND DOCUMENTS, IF ANY, REQUIRED TO BE EXECUTED, ACKNOWLEDGED AND/OR
DELIVERED BY PURCHASER TO SELLER PURSUANT TO AND IN ACCORDANCE WITH ANY OF THE
OTHER PROVISIONS OF THIS AGREEMENT AND SUCH OTHER DOCUMENTS OR
34
instruments as Seller may reasonably request to effect the transactions
contemplated in this Agreement.
ARTICLE VII
CONDITIONS PRECEDENT TO CLOSING
7.1
CONDITIONS PRECEDENT TO OBLIGATION OF
PURCHASER.
THE OBLIGATION OF PURCHASER TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREIN SHALL BE SUBJECT TO FULFILLMENT (OR WAIVER BY PURCHASER, TO
THE EXTENT WAIVER IS NOT PROHIBITED HEREUNDER) ON OR BEFORE THE CLOSING DATE, OF
ALL OF THE FOLLOWING CONDITIONS:
(A)
DELIVERY OF DOCUMENTS.
SELLER SHALL HAVE
DELIVERED ALL THE ITEMS REQUIRED TO BE DELIVERED TO PURCHASER PURSUANT TO
SECTION 6.2.
(B)
ACCURACY OF REPRESENTATIONS AND WARRANTIES.
SUBJECT TO SECTIONS 8.3 AND 8.4, SELLER'S REPRESENTATIONS AND WARRANTIES IN
SECTION 8.2 OF THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AS ORIGINALLY MADE AND, IF APPLICABLE, AS REMADE ON AND AS OF THE CLOSING DATE
(OR, IN THE CASE OF A REPRESENTATION THAT BY ITS TERMS IS MADE AS OF A SPECIFIED
DATE, AS OF SUCH DATE), WITH APPROPRIATE MODIFICATIONS OR QUALIFICATIONS TO
THOSE REPRESENTATIONS AND WARRANTIES TO REFLECT THE PROVISIONS OF SECTION 8.3(B)
AND THE RESULTS OF ANY CASUALTY OR CONDEMNATION OR ANY ACTION TAKEN, OR ANY
OMISSION, BY OR ON BEHALF OF