CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, SELLER.
NOTWITHSTANDING THE FOREGOING, THIS NON-COMPETE SHALL NOT PREVENT SELLER FROM
RESPONDING TO ANY TENANT WHO REQUESTS A PROPOSAL FROM SELLER FOR THE LEASE OF
SPACE IN ANOTHER BUILDING OWNED BY SELLER.
THE PROVISIONS OF THIS SECTION 6.5
SHALL SURVIVE THE CLOSING.
SECTION 7.
REPRESENTATIONS AND WARRANTIES.
7.1
REPRESENTATIONS.
AS OF THE EFFECTIVE DATE, SELLER HEREBY
REPRESENTS AND WARRANTS TO BUYER THAT THE FOLLOWING STATEMENTS ARE TRUE, EXCEPT
AS (A) MAY OTHERWISE BE DISCLOSED ON THE "DISCLOSURE SCHEDULE" ATTACHED HERETO
AS EXHIBIT E AND (B) EXPRESSLY SET FORTH IN ANY OF THE SELLER DELIVERIES.
7.1.1
LEASES.
(I) SELLER HAS MADE AVAILABLE TO BUYER TRUE,
CORRECT, AND COMPLETE COPIES OF ALL OF THE LEASES AND THE GUARANTIES, TOGETHER
WITH ANY AND ALL MODIFICATIONS, AMENDMENTS AND SUPPLEMENTS TO ANY OR ALL OF THE
LEASES AND THE GUARANTIES, ALL IN ACCORDANCE WITH THE LEASE LIST, (II) EXCEPT AS
DISCLOSED ON THE LEASE LIST OR SPECIFICALLY MADE KNOWN TO BUYER, IN WRITING,
SELLER IS NOT A PARTY TO ANY AGREEMENT, OF ANY NATURE, GRANTING TO ANY THIRD
PARTY ANY POSSESSORY INTEREST, OF ANY NATURE, IN OR TO ANY PORTION OF ANY OR ALL
OF THE BUILDINGS, (III) SELLER HAS RECEIVED NO WRITTEN NOTICE FROM TENANTS
CLAIMING THAT SELLER IS CURRENTLY IN DEFAULT IN ITS OBLIGATIONS AS LANDLORD
UNDER ANY OF THE LEASES WHICH HAS NOT BEEN CURED EXCEPT AS MAY BE DISCLOSED IN A
TENANT ESTOPPEL CERTIFICATE; (IV) NO TENANT IS IN DEFAULT IN ANY MATERIAL
MONETARY OBLIGATION UNDER ITS LEASE, EXCEPT AS EXPRESSLY DISCLOSED TO BUYER IN
THE A/R REPORT, AS DEFINED BELOW, OR IN ANY OF THE SELLER'S DELIVERIES; AND (V)
SELLER HAS DELIVERED TO BUYER THAT CERTAIN ACCOUNTS RECEIVABLE REPORT, PREPARED
BY SELLER AND DATED AS OF AUGUST 15, 2005, WHICH REPORT SUMMARIZES ALL
OUTSTANDING ACCOUNTS RECEIVABLE OWED TO SELLER BY ANY AND ALL TENANTS AS OF THE
DATE THEREOF (THE "A/R REPORT").
THE A/R REPORT IS ACCURATE, TRUE AND COMPLETE
IN ALL MATERIAL RESPECTS.
PRIOR TO CLOSING, SELLER SHALL DELIVER TO BUYER AN
UPDATED A/R REPORT PREPARED NO EARLIER THAN FIVE (5) DAYS PRIOR TO CLOSING.
SELLER HEREBY COVENANTS AND AGREES WITH BUYER THAT, FROM AND AFTER THE EFFECTIVE
DATE, SELLER SHALL DELIVER TO BUYER (PROMPTLY AFTER SELLER'S TRANSMISSION TO THE
TENANT IN QUESTION) ANY AND ALL DEFAULT NOTICES THAT SELLER SENDS TO ANY AND ALL
OF THE TENANTS WITH RESPECT TO ALLEGED MONETARY AND NONMONETARY DEFAULTS UNDER
THEIR LEASES.
16
7.1.2
AGREEMENTS.
SELLER HAS NOT ENTERED INTO ANY MANAGEMENT
AGREEMENT, OR AGREEMENT FOR PROVISION OF SERVICES OR SUPPLIES CONCERNING THE
PROPERTY EXCEPT FOR THE SERVICE CONTRACTS, THE POSSIBLE *** ANNEXATION
AGREEMENT, AS DESCRIBED IN SUBSECTION 19.1 BELOW AND THE CONTRACTS FOR THE
PENDING LAND SALE PROPERTY DESCRIBED IN SUBSECTION 19.4 BELOW.
SELLER HAS NOT
ENTERED INTO ANY LEASING COMMISSION AGREEMENTS THAT HAVE OUTSTANDING OBLIGATIONS
FOR PAYMENT OF COMMISSIONS BY THE LANDLORD THAT SHALL BE BINDING ON BUYER EXCEPT
FOR THOSE DESCRIBED IN SECTION 4.2.9.
TO THE BEST OF