EACH SELLER
SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT C-1; AND
(VI)
SUCH OTHER DOCUMENTS AS MAY BE NECESSARY IN
THE REASONABLE OPINION OF EITHER OF THE PURCHASERS, TO TRANSFER OWNERSHIP OF THE
PURCHASED PARTNERSHIP INTERESTS, FREE AND CLEAR OF ANY LIENS, OR TO EVIDENCE THE
SATISFACTION OF ANY OTHER OBLIGATION OF THE SELLERS HEREUNDER.
(B)
THE PURCHASERS SHALL DELIVER THE FOLLOWING TO THE SELLERS:
(I)
THE PACIFIC NOTE AND THE CHICAGO NOTE
SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT A-1 AND A-2 HERETO, RESPECTIVELY;
(II)
COPIES OF ALL DOCUMENTS EVIDENCING
REQUIRED CONSENTS AND GOVERNMENTAL APPROVALS, IF ANY, AS MAY BE REQUIRED BY OR
WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY TO BE
OBTAINED BY EITHER OF THE PURCHASER ON OR PRIOR TO THE CLOSING DATE;
(III)
A CERTIFICATE, DATED AS OF THE CLOSING DATE,
DULY SIGNED BY AN AUTHORIZED OFFICER OF EACH OF THE PURCHASERS, CERTIFYING THAT
(A) THE REPRESENTATIONS AND WARRANTIES OF SUCH PURCHASER ARE TRUE AND CORRECT AT
AND AS OF THE CLOSING DATE AND WITH THE SAME FORCE AND EFFECT AS THOUGH MADE AT
AND AS OF THAT TIME, EXCEPT THAT THOSE REPRESENTATIONS AND WARRANTIES WHICH
ADDRESS MATTERS ONLY AS OF A PARTICULAR DATE SHALL REMAIN TRUE AND CORRECT IN
ALL MATERIAL RESPECTS AS OF SUCH DATE, AND (B) THAT ALL OBLIGATIONS REQUIRED TO
BE PERFORMED BY SUCH PURCHASER UNDER THIS AGREEMENT ON OR PRIOR TO THE CLOSING
DATE HAVE BEEN COMPLIED WITH AND PERFORMED;
(IV)
THE APPROPRIATE RELEASE BY THE EXISTING
CHICAGO RPP PARTNER AND THE EXISTING PACIFIC RPP PARTNER SUBSTANTIALLY IN THE
FORM ATTACHED AS EXHIBIT C-2; AND
(V)
THE PLEDGE AGREEMENT SUBSTANTIALLY IN THE
FORM ATTACHED AS EXHIBIT B HERETO.
7
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Each Seller represents and warrants to the Purchaser purchasing its Purchased
Partnership Interest as follows:
4.1
LIMITED LIABILITY STATUS.
SUCH SELLER IS A LIMITED LIABILITY
COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF DELAWARE.
SUCH SELLER HAS ALL REQUISITE POWER AND AUTHORITY TO OWN
OR LEASE, AS THE CASE MAY BE, ITS PROPERTIES AND TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED.
SUCH SELLER IS QUALIFIED OR LICENSED TO CONDUCT BUSINESS IN ALL
JURISDICTIONS WHERE ITS OWNERSHIP, LEASE OR OPERATION OF PROPERTY OR THE CONDUCT
OF ITS BUSINESS REQUIRES SUCH QUALIFICATION.
THERE IS NO PENDING OR, TO THE
BEST OF THE KNOWLEDGE OF SUCH SELLER, THREATENED PROCEEDING OR OTHER ACTION BY
ANY OTHER PARTY WITH RESPECT TO THE DISSOLUTION, LIQUIDATION, INSOLVENCY OR
REHABILITATION OF SUCH SELLER.
4.2
POWER AND AUTHORITY; ENFORCEABILITY.
SUCH SELLER HAS THE POWER
AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS HEREUNDER AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
SUCH
SELLER HAS TAKEN ALL NECESSARY LIMITED LIABILITY COMPANY ACTION TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY BY IT.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED
BY SUCH SELLER AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION