EQUITY).
(D)
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, NOR COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF ON THE PART OF
ACQUIRER OR THE REIT AS APPLICABLE, AND CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, WILL VIOLATE ANY STATUTE, LICENSE, DECREE, ORDER OR
REGULATION OF ANY GOVERNMENTAL AUTHORITY, OR WILL, AT THE CLOSING DATE, BREACH,
CONFLICT WITH OR RESULT IN A BREACH OF ANY OF THE TERMS, CONDITIONS OR
PROVISIONS OF ANY MATERIAL AGREEMENT OR INSTRUMENT TO WHICH ACQUIRER OR THE REIT
IS A PARTY, OR BY WHICH EITHER OF THEM IS OR MAY BE BOUND, OR CONSTITUTE A
DEFAULT THEREUNDER, OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CHARGE
OR ENCUMBRANCE OF ANY NATURE WHATSOEVER UPON, OR GIVE TO OTHERS ANY INTEREST OR
RIGHTS IN, THE UNITS TO BE ISSUED TO TRANSFERORS.
(E)
NEITHER ACQUIRER NOR THE REIT HAS (I) MADE
A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, (II) FILED ANY VOLUNTARY
PETITION IN BANKRUPTCY OR SUFFERED THE FILING OF AN INVOLUNTARY PETITION BY
PARTNERSHIP'S OR THE REIT'S CREDITORS, (III) SUFFERED THE APPOINTMENT OF A
RECEIVER TO TAKE POSSESSION OF ALL OR SUBSTANTIALLY ALL OF PARTNERSHIP'S OR THE
REIT'S ASSETS, (IV) SUFFERED THE ATTACHMENT, OR OTHER JUDICIAL SEIZURE OF ALL,
OR SUBSTANTIALLY ALL, OF ACQUIRER'S OR THE REIT'S ASSETS, (V) ADMITTED IN
WRITING ITS INABILITY TO PAY ITS DEBTS AS THEY COME DUE, OR (VI) MADE AN OFFER
OF SETTLEMENT, EXTENSION OR COMPROMISE TO ITS CREDITORS GENERALLY.
(F)
THE PARTNERSHIP AGREEMENT OF THE ACQUIRER
DELIVERED TO TRANSFERORS IS A TRUE AND COMPLETE COPY THEREOF.
(G)
THE OP UNITS TO BE ISSUED TO TRANSFERORS
HEREUNDER SHALL BE DULY AUTHORIZED FOR ISSUANCE TO CONTRIBUTOR AND, UPON SUCH
ISSUANCE, WILL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE AND WILL NOT BE
SUBJECT TO ANY PREEMPTIVE RIGHTS UPON THEIR ISSUANCE.
(H)
NO CONSENT, WAIVER, APPROVAL OR
AUTHORIZATION OF, OR FILING, REGISTRATION OR QUALIFICATION WITH, OR NOTICE TO,
ANY GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON IS REQUIRED TO BE MADE,
INCLUDING, BUT NOT LIMITED TO, ANY GOVERNMENTAL BODIES, AGENCIES, TENANTS,
PARTNERS OR LENDERS, IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT WHICH SHALL NOT HAVE BEEN OBTAINED PRIOR TO THE CLOSING.
(I)
ACQUIRER QUALIFIES, AND COVENANTS THAT
IT SHALL CONTINUE TO OPERATE ITS BUSINESS IN A MANNER TO QUALIFY, AS A
PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES.
(J)
UNLESS AND UNTIL THE BOARD OF DIRECTORS
OF THE REIT DETERMINES THAT IT IS NOT IN THE BEST INTEREST OF THE REIT TO
QUALIFY AS A REAL ESTATE INVESTMENT TRUST UNDER THE CODE, THE REIT COVENANTS
THAT IT SHALL CONTINUE TO OPERATE ITS BUSINESS IN A MANNER TO QUALIFY AS A REAL
ESTATE INVESTMENT TRUST UNDER THE CODE.
30
(K)
THERE ARE NO ACTIONS, SUITS, PROCEEDINGS OR
INVESTIGATIONS PENDING BEFORE ANY COURT OR GOVERNMENTAL AUTHORITY, OR, TO THE
BEST OF ACQUIRER'S KNOWLEDGE, CONTEMPLATED OR THREATENED, WHICH WOULD HAVE A
MATERIAL ADVERSE IMPACT ON THE TRANSACTION CONTEMPLATED HEREBY.
(L)
ACQUIRER IS ACQUIRING THE MEMBERSHIP
INTERESTS FOR ITS OWN ACCOUNT FOR