PART OF THE PROPERTY EXCEPT
AS DISCLOSED TO BUYER, IN WRITING, PRIOR TO THE INSPECTION DATE.
7.1.13
TAX CONSULTANTS.
TO SELLER'S KNOWLEDGE AND EXCEPT AS
MADE KNOWN TO BUYER, IN WRITING, PRIOR TO THE INSPECTION DATE, SELLER HAS NOT
ENGAGED ANY LEGAL COUNSEL OR OTHER CONSULTANT TO SEEK ANY TAX REFUND OR
OTHERWISE PROTEST ANY TAXES LEVIED AGAINST ALL OR ANY PORTION OF THE PROPERTY
UNDER ENGAGEMENT ARRANGEMENTS THAT (X) IMPOSE FEES ON A CONTINGENCY, OTHER THAN
HOURLY, BASIS AND (Y) BUYER SHALL BE REQUIRED TO ASSUME AT CLOSING.
All representations and warranties made by Seller in this Agreement shall
survive the Closing for a period of one (1) year and shall not merge into any
conveyancing documentation delivered at Closing.
7.2
BUYER'S REPRESENTATIONS.
AS OF THE
EFFECTIVE DATE, BUYER HEREBY REPRESENTS AND WARRANTS SELLER THAT THAT THE
FOLLOWING STATEMENTS ARE TRUE:
7.2.1
AUTHORITY.
BUYER IS A DULY ORGANIZED AND VALIDLY
FORMED LIMITED LIABILITY COMPANY UNDER THE LAWS OF THE STATE OF DELAWARE, IS (OR
PRIOR TO CLOSING, SHALL BE) QUALIFIED TO DO BUSINESS IN EACH STATE IN WHICH THE
PROPERTY IS LOCATED AND IS NOT SUBJECT TO ANY INVOLUNTARY PROCEEDING FOR
DISSOLUTION OR LIQUIDATION THEREOF.
7.2.2
AUTHORITY OF SIGNATORIES; NO BREACH OF OTHER
AGREEMENTS.
THE EXECUTION, DELIVERY OF AND PERFORMANCE UNDER THIS AGREEMENT ARE
PURSUANT TO AUTHORITY VALIDLY AND DULY CONFERRED UPON BUYER AND THE SIGNATORIES
HERETO.
TO BUYER'S KNOWLEDGE, THE CONSUMMATION OF THE TRANSACTION HEREIN
CONTEMPLATED AND THE COMPLIANCE BY BUYER WITH THE TERMS OF THIS AGREEMENT DO NOT
AND WILL NOT CONFLICT WITH OR RESULT IN A BREACH OF ANY OF THE TERMS OR
PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, ANY AGREEMENT, ARRANGEMENT,
UNDERSTANDING, ACCORD, DOCUMENT OR INSTRUMENT BY WHICH BUYER IS BOUND.
7.3
MISCELLANEOUS.
AS USED HEREIN, THE PHRASE
"SELLER'S KNOWLEDGE" OR ANY DERIVATION THEREOF SHALL MEAN THE ACTUAL KNOWLEDGE
OF NICK ANTHONY, VICE PRESIDENT, ACQUISITIONS/DISPOSITIONS UPON REASONABLE AND
GOOD FAITH INQUIRY WITH PARTIES WHO HAVE KNOWLEDGE OF THE FACTS AND
CIRCUMSTANCES SET FORTH IN THIS SECTION 7.1.
AS USED HEREIN, "DISCLOSED TO
BUYER IN WRITING" SHALL INCLUDE THOSE DOCUMENTS MADE AVAILABLE FOR BUYER'S
REVIEW ON THE BROKER'S WEBSITE SET UP SPECIFICALLY FOR THIS TRANSACTION.
IT
SHALL BE A CONDITION OF CLOSING THAT THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS SECTION 7.1 ARE TRUE AND CORRECT AT CLOSING.
IN THE EVENT
THAT SELLER LEARNS OR DETERMINES, OR BUYER ACTUALLY LEARNS OR IS OTHERWISE
ADVISED, IN WRITING, THAT ANY OF SAID REPRESENTATIONS OR WARRANTIES THAT WAS
ACCURATE AS OF THE EFFECTIVE DATE BECOMES INACCURATE BETWEEN THE EFFECTIVE DATE
AND THE CLOSING, SELLER OR BUYER, AS APPLICABLE, SHALL IMMEDIATELY NOTIFY THE
OTHER PARTY IN WRITING ("BREACH NOTICE") OF SUCH INACCURACY.
SELLER SHALL HAVE
THE RIGHT, BY SO ADVISING, IN WRITING, WITHIN ONE (1) BUSINESS DAY AFTER SELLER
OR BUYER, AS THE CASE MAY BE, DELIVERS THE BREACH NOTICE, TO EXTEND THE CLOSING
FOR UP TO THIRTY (30) DAYS IN ORDER TO ALLOW SELLER TO CURE THE INACCURACY(IES)
NOTED IN THE BREACH NOTICE.
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IF SELLER SO