AGREEMENT.
4.6
TITLE TO PURCHASE PARTNERSHIP INTERESTS.
SUCH SELLER OWNS
BENEFICIALLY AND OF RECORD THE PURCHASED PARTNERSHIP INTEREST THAT IT IS
TRANSFERRING HEREUNDER.
SUCH SELLER HAS GOOD, VALID AND MARKETABLE TITLE TO THE
PURCHASED PARTNERSHIP INTEREST IT IS TRANSFERRING HEREUNDER, FREE AND CLEAR OF
ANY LIENS, AND HAS COMPLIED WITH OR OBTAINED WAIVERS OF ALL CONDITIONS TO THE
TRANSFER THEREOF.
AT THE CLOSING, THE PURCHASER TO WHICH SUCH SELLER IS
TRANSFERRING ITS PURCHASED PARTNERSHIP INTEREST WILL ACQUIRE GOOD, VALID,
INDEFEASIBLE AND MARKETABLE TITLE TO AND BENEFICIAL AND RECORD OWNERSHIP OF THE
PURCHASED PARTNERSHIP INTEREST SUCH SELLER IS TRANSFERRING HEREUNDER, FREE AND
CLEAR OF ANY LIENS.
4.7
GOVERNING DOCUMENTS.
OTHER THAN ANY RIGHTS OF THE PURCHASER TO
WHICH SUCH SELLER IS TRANSFERRING ITS PURCHASED PARTNERSHIP INTEREST PURSUANT TO
THE APPLICABLE PARTNERSHIP AGREEMENT, THERE ARE NO PREEMPTIVE RIGHTS, RIGHTS OF
FIRST REFUSAL OR SIMILAR RIGHTS WITH RESPECT TO SUCH SELLER'S PURCHASED
PARTNERSHIP INTEREST AND NO SUCH RIGHTS ARISE BY VIRTUE OF OR IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY.
THERE ARE NO OTHER VOTING OR SIMILAR
CONTRACTS OR AGREEMENTS WITH RESPECT TO SUCH PURCHASED PARTNERSHIP INTEREST
OTHER THAN SUCH PARTNERSHIP AGREEMENT.
4.8
INVESTMENT INTENT.
SUCH SELLER IS ACQUIRING THE NOTE THAT IT IS
ACQUIRING HEREUNDER FOR ITS OWN ACCOUNT AND WITH NO PRESENT INTENTION OF
DISTRIBUTING OR TRANSFERRING SUCH NOTE IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS.
4.9
NO COMMISSIONS.
SUCH SELLER HAS NOT INCURRED ANY OBLIGATION FOR
ANY FINDER'S OR BROKER'S OR AGENT'S FEES OR COMMISSIONS IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY.
9
4.10
AFFILIATE TRANSACTIONS.
SUCH SELLER HAS NOT ON BEHALF OF EITHER OF
THE PARTNERSHIPS ENTERED INTO ANY CONTRACT OR UNDERSTANDING BETWEEN SUCH
PARTNERSHIP, ON THE ONE HAND, AND (I) EITHER SELLER OR ANY AFFILIATE OF EITHER
SELLER (EACH, A "RELATED PARTY CONTRACT") OR (II) ANY OTHER PARTY, ON THE OTHER
HAND. TO THE BEST KNOWLEDGE OF SUCH SELLER, NO EVENT HAS OCCURRED WHICH
CONSTITUTES, OR AFTER NOTICE OR THE PASSAGE OF TIME (OR BOTH) WOULD CONSTITUTE,
A DEFAULT BY SUCH SELLER, ANY AFFILIATE OF SUCH SELLER OR THE APPLICABLE
PARTNERSHIP UNDER ANY RELATED PARTY CONTRACT.
4.11
EXCLUSIVITY OF REPRESENTATIONS.
THE REPRESENTATIONS AND WARRANTIES
MADE BY THE SELLERS IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL
OTHER REPRESENTATIONS AND WARRANTIES RELATING TO THE TRANSACTIONS CONTEMPLATED
HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES.
THE SELLERS HEREBY DISCLAIM ANY
SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE
DELIVERY OR DISCLOSURE TO THE PURCHASERS OR THEIR OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION
(INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL
DATA).
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
Each Purchaser represents and warrants to the Seller from which it is purchasing
a Purchased Partnership Interest as follows:
5.1
LIMITED LIABILITY STATUS.
SUCH PURCHASER IS A LIMITED LIABILITY
COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF DELAWARE.
SUCH PURCHASER HAS ALL REQUISITE POWER AND AUTHORITY TO
OWN