OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
4.14.
NO GENERAL SOLICITATION.
THE PARTNERSHIP INTERESTS
WERE NOT OFFERED TO BUYER BY MEANS OF ANY GENERAL SOLICITATION OR GENERAL
ADVERTISING BY SELLERS OR ANY PERSON ACTING ON SELLERS' BEHALF, INCLUDING,
WITHOUT LIMITATION: (I) ANY ADVERTISEMENT, ARTICLE, NOTICE, OR OTHER
COMMUNICATION PUBLISHED IN ANY NEWSPAPER, MAGAZINE, OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO OR (II) ANY SEMINAR OR MEETING TO WHICH BUYER
WAS INVITED BY ANY GENERAL SOLICITATION OR GENERAL ADVERTISING.
4.15.
ABILITY TO TRANSFER.
EXCEPT AS PROVIDED ON
SCHEDULE 4.15, NEITHER SELLER HAS KNOWLEDGE OF ANY REASON TO BELIEVE THAT ANY OF
THE GENERAL PARTNERS WILL NOT PERMIT THE SELLERS TO SELL AND TRANSFER THEIR
RESPECTIVE INTERESTS IN THE PARTNERSHIPS WITHIN 120 DAYS OF THE DATE HEREOF;
PROVIDED THAT THE TRANSFERS WITH RESPECT TO THE PARTNERSHIPS IDENTIFIED ON
SCHEDULE 4.15 MAY NOT BE FULLY COMPLETED UNTIL A LATER DATE.
10
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Sellers as follows:
5.1.
ORGANIZATION OF BUYER.
BUYER IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF ORGANIZATION.
5.2.
AUTHORIZATION.
BUYER HAS ALL NECESSARY POWER
AND AUTHORITY TO ENTER INTO THIS AGREEMENT, AND TO PERFORM ALL OF THE
OBLIGATIONS TO BE PERFORMED BY IT HEREUNDER.
BUYER HAS TAKEN ALL ACTION
NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND TO PERFORM ALL
OF ITS OBLIGATIONS HEREUNDER.
THIS AGREEMENT HAS BEEN DULY EXECUTED, AUTHORIZED
AND DELIVERED BY BUYER AND, ASSUMING THE DUE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY SELLERS, IS A LEGAL, VALID AND BINDING OBLIGATION OF BUYER,
ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT (I) SUCH
ENFORCEMENT MAY BE SUBJECT TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO CREDITORS' RIGHTS
GENERALLY AND (II) THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER
FORMS OF EQUITABLE RELIEF MAY BE SUBJECT TO EQUITABLE DEFENSES AND TO THE
DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
5.3.
NO CONFLICT OR VIOLATION.
NEITHER THE
EXECUTION AND DELIVERY NOR THE CONSUMMATION OR PERFORMANCE OF THIS AGREEMENT BY
BUYER WILL RESULT IN (A) A VIOLATION OF OR A CONFLICT WITH ANY PROVISION OF ANY
ORGANIZATIONAL DOCUMENT OF BUYER, (B) A BREACH OF, OR A DEFAULT UNDER, OR A
RIGHT TO ACCELERATE WITH RESPECT TO, ANY TERM OR PROVISION OF ANY CONTRACT OR
OTHER OBLIGATION TO WHICH BUYER OR ANY OF ITS AFFILIATES IS A PARTY OR IS
SUBJECT OR BY WHICH ANY ASSET OF BUYER IS BOUND WHICH WOULD INTERFERE IN ANY
MATERIAL WAY WITH THE ABILITY OF BUYER TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR SELLERS' REALIZATION OF THE BENEFITS OF THIS
AGREEMENT, OR (C) A VIOLATION BY BUYER OR ANY OF ITS AFFILIATES OF ANY STATUTE,
RULE, REGULATION, ORDINANCE, CODE, ORDER, JUDGMENT, WRIT, INJUNCTION, DECREE OR
AWARD WHICH WOULD INTERFERE IN ANY MATERIAL WAY WITH THE ABILITY OF BUYER TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR