UNLESS THE CONSUMMATION OF ALL SUCH
TRANSFERS OCCUR.
ARTICLE VIII
REPRESENTATIONS AND WARRANTIES
8.1
REPRESENTATIONS AND WARRANTIES OF
PURCHASER.
IN ORDER TO INDUCE SELLERS TO CARRY OUT THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, PURCHASER REPRESENTS AND WARRANTS TO, AND AGREES
WITH, EACH SELLER AS FOLLOWS:
(A)
ORGANIZATION, GOOD STANDING AND AUTHORITY.
(I) PURCHASER IS A LIMITED PARTNERSHIP DULY FORMED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF DELAWARE, AND IS DULY QUALIFIED TO DO
BUSINESS IN ALL JURISDICTIONS WHERE SUCH QUALIFICATION IS NECESSARY TO CARRY ON
ITS BUSINESS AS NOW CONDUCTED, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED (X)
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF PURCHASER TO FULFILL
ITS OBLIGATIONS UNDER THIS AGREEMENT OR UNDER ANY DOCUMENT CONTEMPLATED
HEREUNDER TO BE EXECUTED BY PURCHASER OR TO PERFORM ANY OF ITS OBLIGATIONS
HEREUNDER OR THEREUNDER OR (Y) WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE
ASSETS, LIABILITIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS, VALUE AND/OR
OPERATIONS OF PURCHASER, IN EACH CASE WHETHER DETERMINED (I) WITHOUT GIVING
EFFECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR (II) AFTER GIVING
EFFECT TO SUCH TRANSACTIONS (ANY SUCH INTERFERENCE OR ADVERSE EFFECT, A
"PURCHASER MATERIAL ADVERSE EFFECT").
PURCHASER IS, OR WILL BE AT CLOSING, DULY
QUALIFIED TO CONDUCT BUSINESS IN EACH STATE IN WHICH ANY OF THE PROPERTIES ARE
LOCATED, UNLESS THE FAILURE TO DO SO WOULD NOT HAVE A PURCHASER MATERIAL ADVERSE
EFFECT. PURCHASER HAS DELIVERED TO SELLER TRUE, CORRECT AND COMPLETE COPIES OF
PURCHASER'S GOVERNING OR ORGANIZATIONAL DOCUMENTS AND ALL AMENDMENTS THERETO
THROUGH THE DATE HEREOF.
Purchaser has full power and authority to enter into this Agreement and all
documents contemplated hereunder to be executed by Purchaser, to consummate the
transactions contemplated hereby and thereby and to fulfill all of its
obligations hereunder and the documents contemplated hereunder to be executed by
Purchaser.
(B)
PURCHASER'S AUTHORIZATION AND BINDING
EFFECT.
THIS AGREEMENT HAS BEEN, AND ALL DOCUMENTS CONTEMPLATED HEREUNDER TO BE
EXECUTED BY PURCHASER, WHEN EXECUTED AND DELIVERED WILL HAVE BEEN DULY
AUTHORIZED BY ALL REQUISITE PARTNERSHIP ACTION ON THE PART OF PURCHASER, AND
EACH IS, OR WILL BE, UPON EXECUTION AND DELIVERY, AS APPLICABLE, THE VALID AND
LEGALLY BINDING OBLIGATION OF PURCHASER, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER,
REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS RELATING TO OR AFFECTING
CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY (INCLUDING
CONCEPTS OF MATERIALITY, REASONABLENESS, GOOD FAITH AND FAIR DEALING),
REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW. NONE OF
THE EXECUTION AND DELIVERY OF
38
this Agreement or any documents contemplated hereunder to be executed by
Purchaser or the performance of the obligations of Purchaser, hereunder or
thereunder, will result in the violation of any provision of the governing or
organizational documents of Purchaser.
(C)
CONFLICTING AGREEMENTS AND OTHER MATTERS.
NEITHER THE EXECUTION AND DELIVERY OF THE DOCUMENTS RELATING TO THE TRANSACTIONS
CONTEMPLATED HEREIN BY PURCHASER NOR FULFILLMENT OF OR COMPLIANCE WITH