THE AGREED EXCHANGE;
16.9.GOVERN AND AFFORD JUDICIAL DISCRETION REGARDING THE DETERMINATION OF
DAMAGES AND ENTITLEMENT TO ATTORNEYS' FEES AND OTHER COSTS; OR
16.10.MAY PERMIT A PARTY THAT HAS MATERIALLY FAILED TO RENDER OR OFFER
PERFORMANCE REQUIRED BY THE CONTRACT TO CURE THAT FAILURE UNLESS (I) PERMITTING
A CURE WOULD UNREASONABLY HINDER THE AGGRIEVED PARTY FROM MAKING SUBSTITUTE
ARRANGEMENTS FOR PERFORMANCE, OR (II) IT WAS IMPORTANT IN THE CIRCUMSTANCES TO
THE AGGRIEVED PARTY THAT PERFORMANCE OCCUR BY THE DATE STATED IN THE CONTRACT.
ARTICLE XVIIREFERENCED PROVISION QUALIFICATION.
IN ADDITION, OUR OPINIONS,
INSOFAR AS THEY RELATE TO THE VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF A
PROVISION IN THE PURCHASE AGREEMENT REQUIRING THE PARTNERSHIP TO PERFORM ITS
OBLIGATIONS UNDER, OR TO CAUSE ANY OTHER PERSON TO PERFORM ITS
A-2
obligations under, any provision (a "Referenced Provision") of the Purchase
Agreement or stating that any action will be taken as provided in or in
accordance with any provision (also a "Referenced Provision") of the Purchase
Agreement, are subject to the same qualifications as the corresponding opinion
in this letter relating to the validity, binding effect and enforceability of
such Referenced Provision.
Requirements in the Purchase Agreement that
provisions therein may only be waived or amended in writing may not be
enforceable to the extent that an oral agreement or an implied agreement by
trade practice or course of conduct has been created modifying any such
provision.
A-3
EXHIBIT 8.6.1
ScheduleB
Assumptions
For purposes of our letter, we have relied, without investigation, upon each of
the following assumptions:
1.
THE PARTNERSHIP HAS THE REQUISITE TITLE
AND RIGHTS TO ANY PROPERTY INVOLVED IN THE TRANSACTIONS EFFECTED UNDER THE
PURCHASE AGREEMENT (HEREIN CALLED THE "TRANSACTIONS").
ARTICLE XVIIITHE PURCHASE AGREEMENT CONSTITUTE VALID AND BINDING OBLIGATIONS OF
YOURS AND ARE ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH THEIR TERMS (SUBJECT TO
QUALIFICATIONS, EXCLUSIONS AND OTHER LIMITATIONS SIMILAR TO THOSE APPLICABLE TO
OUR LETTER).
ARTICLE XIXYOU HAVE SATISFIED THOSE LEGAL REQUIREMENTS THAT ARE APPLICABLE TO
YOU TO THE EXTENT NECESSARY TO ENTITLE YOU TO ENFORCE THE PURCHASE AGREEMENT
AGAINST THE PARTNERSHIP.
ARTICLE XXEACH DOCUMENT SUBMITTED TO US FOR REVIEW IS ACCURATE AND COMPLETE,
EACH SUCH DOCUMENT THAT IS AN ORIGINAL IS AUTHENTIC, EACH SUCH DOCUMENT THAT IS
A COPY CONFORMS TO AN AUTHENTIC ORIGINAL, AND ALL SIGNATURES (OTHER THAN THOSE
OF OR ON BEHALF OF THE PARTNERSHIP) ON EACH SUCH DOCUMENT ARE GENUINE.
ARTICLE XXITHERE HAS NOT BEEN ANY MUTUAL MISTAKE OF FACT OR MISUNDERSTANDING,
FRAUD, DURESS OR UNDUE INFLUENCE.
ARTICLE XXIITHE CONDUCT OF THE PARTIES TO THE PURCHASE AGREEMENT HAS COMPLIED
WITH ANY REQUIREMENT OF GOOD FAITH, FAIR DEALING AND CONSCIONABILITY.
ARTICLE XXIIIYOU HAVE ACTED IN GOOD FAITH AND WITHOUT NOTICE OF ANY DEFENSE
AGAINST THE ENFORCEMENT OF ANY RIGHTS CREATED BY, OR ADVERSE CLAIM TO ANY
PROPERTY OR SECURITY INTEREST TRANSFERRED OR CREATED AS PART OF, THE
TRANSACTIONS.
ARTICLE XXIVTHERE ARE NO AGREEMENTS OR UNDERSTANDINGS AMONG THE PARTIES, WRITTEN
OR ORAL, AND THERE IS NO USAGE OF TRADE OR COURSE OR PRIOR DEALING AMONG THE
PARTIES THAT