MISLEADING, AND FAIRLY PRESENT THE RESULTS OF OPERATIONS OF THE
SELLER PARTIES ON THE BASES THEREIN STATED, AS OF THE RESPECTIVE DATES THEREOF,
AND FOR THE RESPECTIVE PERIODS COVERED THEREBY.
9.
PURCHASER'S REPRESENTATIONS AND WARRANTIES.
PURCHASER MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES TO SELLER, WHICH REPRESENTATIONS AND
WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
CLOSING, AND WHICH REPRESENTATIONS AND WARRANTIES SHALL SURVIVE THE CLOSING FOR
A PERIOD OF ONE (1) YEAR:
(A)
ORGANIZATION, STANDING AND POWER.
PURCHASER IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
MARYLAND.
PURCHASER HAS ALL REQUISITE ENTITY POWER AND AUTHORITY TO OWN, LEASE
AND OPERATE ITS PROPERTIES, TO
16
CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED AND TO EXECUTE, DELIVER AND PERFORM
THIS AGREEMENT AND ALL WRITINGS RELATING HERETO.
(B)
AUTHORIZATION OF PURCHASER.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY PURCHASER HAVE BEEN DULY AND VALIDLY
AUTHORIZED.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE CONSUMMATION OF
THE TRANSACTIONS HEREIN CONTEMPLATED, AND THE PERFORMANCE OF, FULFILLMENT OF AND
COMPLIANCE WITH THE TERMS AND CONDITIONS HEREOF BY PURCHASER DO NOT AND WILL
NOT:
(I) CONFLICT WITH OR RESULT IN A BREACH OF THE ARTICLES OF INCORPORATION
OR BY-LAWS OF PURCHASER; (II) VIOLATE ANY STATUTE, LAW, RULE OR REGULATION OR
ANY ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY; OR
(III) VIOLATE OR CONFLICT WITH OR CONSTITUTE A DEFAULT UNDER ANY AGREEMENT,
INSTRUMENT OR WRITING OF ANY NATURE TO WHICH PURCHASER IS A PARTY OR BY WHICH
PURCHASER OR ITS ASSETS OR PROPERTIES MAY BE BOUND.
(C)
FUNDS.
PURCHASER HAS SUFFICIENT CAPACITY AND RELATIONSHIPS WITH
THIRD PARTIES, LENDERS AND/OR EQUITY INVESTORS TO ENABLE IT TO PURCHASE OR
FINANCE THE PURCHASE OF THE PROPERTY AND APPLY FOR ALL NECESSARY LICENSES
RELATED THERETO.
PURCHASER IS A SOPHISTICATED REAL ESTATE INVESTOR AND HAS THE
EXPERIENCE, KNOWLEDGE AND ABILITY TO EVALUATE THE PURCHASE OF THE PROPERTY AND
THE OPERATIONS OF THE FACILITIES.
IN NO EVENT SHALL THE RECEIPT OR AVAILABILITY
OF ANY FUNDS OR FINANCING BY PURCHASER OR ANY OF ITS AFFILIATES OR ANY OTHER
FINANCING OR OTHER SIMILAR TRANSACTIONS BE A CONDITION TO ANY OF PURCHASER'S
OBLIGATIONS HEREUNDER.
10.
BANKRUPTCY COURT APPROVALS.
(A)
PROMPTLY FOLLOWING THE EFFECTIVE DATE (AND IN NO EVENT LATER THAN
FIVE (5) BUSINESS DAYS THEREAFTER), SELLER WILL MAKE A MOTION IN THE FORM OF
EXHIBIT 7 HERETO (THE "SALE MOTION") SEEKING ENTRY OF AN ORDER FROM THE
BANKRUPTCY COURT IN THE FORM OF EXHIBIT 8 HERETO
17
(THE "PROCEDURES ORDER") AND A SUBSEQUENT ORDER APPROVING SALE OF THE PROPERTY
IN THE FORM OF EXHIBIT 9 HERETO (THE "SALE ORDER").
FOLLOWING THE FILING OF THE
SALE MOTION, SELLER SHALL USE REASONABLE COMMERCIAL EFFORTS TO PROMPTLY OBTAIN
THE PROCEDURES ORDER AND THE SALE ORDER.
BOTH PURCHASER'S AND SELLER'S
OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT WHICH
THE PURCHASER AND SELLER MAY HEREAFTER ENTER INTO SHALL BE CONDITIONED UPON THE
BANKRUPTCY COURT'S