THAT ANY OF THE SELLER
KNOWLEDGE PARTIES HAVE ANY PERSONAL LIABILITY FOR A BREACH OF A REPRESENTATION
OR WARRANTY OR OTHERWISE.
SECTION 8.7.
SELLERS' REPRESENTATIONS AND WARRANTIES.
EACH OF THE
BUYER AND THE SELLERS ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED HEREIN, (I) ANY REPRESENTATION OR WARRANTY MADE BY SELLER
OR SELLERS HEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE BY EACH SELLER
INDIVIDUALLY AS SUCH REPRESENTATION OR WARRANTY PERTAINS TO SUCH SELLER OR ITS
PROPERTY ONLY, AND (II) ANY LIABILITY IMPOSED ON ANY SELLER HEREUNDER, WHETHER
PURSUANT TO THIS AGREEMENT OR OTHERWISE, SHALL BE SEVERAL (AND NOT JOINT) AS TO
EACH SELLER, AND, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, THE LIABILITY OF
EACH SELLER SHALL BE LIMITED TO THE INTEREST OF SUCH SELLER IN ITS PROPERTY.
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ARTICLE IX.
BUYER'S REPRESENTATIONS.
SECTION 9.1.
BUYER'S REPRESENTATIONS.
BUYER REPRESENTS AND WARRANTS
TO SELLERS THAT AS OF THE EFFECTIVE DATE THE FOLLOWING REPRESENTATIONS AND
WARRANTIES ARE TRUE IN ALL MATERIAL RESPECTS AND SHALL BE TRUE IN ALL MATERIAL
RESPECTS ON THE CLOSING DATE:
(A)
BUYER IS A LIMITED PARTNERSHIP DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF INDIANA.
AT THE CLOSING DATE,
BUYER OR ITS PERMITTED ASSIGNEES WILL BE AUTHORIZED TO DO BUSINESS IN THE
COMMONWEALTH OF VIRGINIA.
BUYER HAS FULL POWER AND AUTHORITY TO EXECUTE AND
DELIVER THIS AGREEMENT AND ALL OTHER DOCUMENTS NOW OR HEREAFTER TO BE EXECUTED
AND DELIVERED BY IT PURSUANT TO THIS AGREEMENT (THE "BUYER'S DOCUMENTS") AND TO
PERFORM ALL OBLIGATIONS ARISING UNDER THIS AGREEMENT AND BUYER'S DOCUMENTS.
THIS AGREEMENT CONSTITUTES, AND BUYER'S DOCUMENTS WILL EACH CONSTITUTE, THE
LEGAL, VALID AND BINDING OBLIGATIONS OF BUYER ENFORCEABLE AGAINST BUYER IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, COVENANTS AND CONDITIONS, SUBJECT TO
BANKRUPTCY, REORGANIZATION AND OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS, RIGHTS GENERALLY, AND EXCEPT AS MAY BE LIMITED BY GENERAL EQUITABLE
PRINCIPLES.
EACH PERSON OR ENTITY COMPRISING BUYER HAS DULY AUTHORIZED AND
APPROVED THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY.
(B)
THIS AGREEMENT AND BUYER'S DOCUMENTS DO NOT AND WILL NOT CONTRAVENE ANY
PROVISION OF THE ORGANIZATIONAL DOCUMENTS OF BUYER, ANY JUDGMENT, ORDER, DECREE,
WRIT, INJUNCTION OR ANY OTHER AGREEMENT BINDING ON BUYER, OR ANY PROVISION OF
ANY EXISTING LAW OR REGULATION TO WHICH BUYER IS A PARTY OR IS BOUND.
THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY DO NOT AND WILL NOT REQUIRE (EXCEPT TO THE
EXTENT, SPECIFICALLY SET FORTH HEREIN) ANY CONSENT BY ANY THIRD PARTY
(INCLUDING, WITHOUT LIMITATION, THE CONSENT OF ANY DIRECT OR INDIRECT PARTNER OF
BUYER).
(C)
TO BUYER'S KNOWLEDGE, NO LITIGATION, OR GOVERNMENTAL OR AGENCY PROCEEDING
OR INVESTIGATION IS PENDING OR THREATENED AGAINST BUYER WHICH WOULD MATERIALLY
IMPAIR OR ADVERSELY AFFECT BUYER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREIN.
(D)
BUYER HAS THE FINANCIAL WHEREWITHAL TO TIMELY PERFORM ITS OBLIGATIONS
HEREUNDER.
(E)
BUYER IS NOT, AND WILL NOT BECOME, A PERSON OR ENTITY WITH