SELLER'S FORMATION AND, TO THE
EXTENT APPLICABLE, CERTIFICATES OF GOOD STANDING RELATING TO SUCH SELLER FROM
THE STATES WHERE THE PROPERTIES THAT IT OWNS ARE LOCATED, (5) EVIDENCE OF THE
CLEARANCE OF ANY LIEN ENCUMBERING ANY PROPERTY THAT DOES NOT CONSTITUTE A
PERMITTED EXCEPTION, (6) AN AFFIDAVIT THAT NONE OF THE SELLERS OR THE
BENEFICIARIES IS A "FOREIGN PERSON" AS DEFINED IN SECTION 1445(F)(3) OF THE
CODE, (7) AN AFFIDAVIT IDENTIFYING ALL LEASES, RECOGNIZED SUBLEASES AND
NONDISTURBANCE AGREEMENTS AFFECTING THE PROPERTIES, (8) AN AFFIDAVIT CERTIFYING
THAT NONE OF THE SELLERS HAS ENTERED INTO ANY CONTRACT FOR THE FURNISHING OF ANY
LABOR, SERVICES OR MATERIALS IN CONNECTION WITH THE CONSTRUCTION OR REPAIR OF
ANY PROPERTY UNDER WHICH ANY AMOUNTS REMAIN UNPAID AND (9) AN AFFIDAVIT THAT
NONE OF THE SELLERS HAS EXECUTED AND DELIVERED ANY ENCUMBRANCE SINCE THE LATEST
EFFECTIVE DATE OF THE TITLE COMMITMENTS.
(N)
ALL PERMITS, PLANS, GUARANTIES AND WARRANTIES, IF ANY, RELATING TO
THE PROPERTIES AND IN THE SELLERS' POSSESSION OR CONTROL.
(O)
THE CLOSING STATEMENT EXECUTED BY THE SELLERS.
(P)
SUCH ADDITIONAL DOCUMENTS TO BE EXECUTED BY THE SELLERS AS MAY BE
REASONABLY REQUESTED BY THE PURCHASER IN ORDER TO EFFECTUATE THE TRANSACTION
CONTEMPLATED HEREBY (INCLUDING, WITHOUT LIMITATION, ANY OTHER DOCUMENTS REQUIRED
UNDER APPLICABLE LEGAL REQUIREMENTS TO CONVEY THE ASSETS TO THE PURCHASER OR TO
RECORD ANY DEED OR ANY OTHER CONVEYANCING DOCUMENT).
(Q)
ORIGINALS OF THE FINANCING DOCUMENTS (TO THE EXTENT ASSUMED BY THE
PURCHASER AND OTHER THAN ANY PROMISSORY NOTES), LEASE DOCUMENTS AND THE
CONTRACTS.
(R)
TO THE EXTENT NOT PREVIOUSLY DELIVERED OR MADE AVAILABLE TO THE
PURCHASER AS PART OF THE DUE DILIGENCE MATERIALS, THE TENANT FILES.
74
(S)
THE SELLERS' CLOSING CERTIFICATION (INCLUDING, AN UPDATED RENT
ROLL) AND SECURITY DEPOSIT LIST, CERTIFYING THAT, SUBJECT TO SECTION 7.2, ALL OF
THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS IN THIS AGREEMENT ARE
TRUE AND CORRECT AS OF THE CLOSING DATE.
(T)
A CERTIFICATION EXECUTED BY THE SELLERS OF THE INFORMATION
NECESSARY TO COMPLETE AND FILE WITH THE INTERNAL REVENUE SERVICE A FORM 1099-S
IN CONNECTION WITH THE CONVEYANCE OF THE PROPERTIES.
(U)
THE MATTERS DESCRIBED IN CLAUSES (1) - (9) OF SECTION 8.2(M).
(V)
THE UMBRELLA GUARANTY EXECUTED BY THE UMBRELLA GUARANTOR.
(W)
A CORPORATE EXCISE TAX LIEN WAIVER CERTIFICATE RELATING TO
TEDESCHI REALTY ISSUED BY THE MASSACHUSETTS DEPARTMENT OF REVENUE.
(X)
A RHODE ISLAND RESIDENCY AFFIDAVIT EXECUTED BY TEDESCHI REALTY
ATTESTING THAT NO WITHHOLDING IS DUE UNDER RHODE ISLAND GENERAL LAWS §44-30-71.3
OR EVIDENCE OF COMPLIANCE WITH SUCH WITHHOLDING REQUIREMENTS.
(Y)
TO THE EXTENT REQUESTED BY THE PURCHASER, AN ASSIGNMENT OF
DECLARANT'S RIGHTS, IF ANY, UNDER THE HANOVER CONDOMINIUM DOCUMENTS, EXECUTED BY
TEDESCHI REALTY, IN FORM AND SUBSTANCE MUTUALLY ACCEPTABLE TO TEDESCHI REALTY
AND THE PURCHASER.
Notwithstanding anything to the contrary set forth herein, if the Sellers do not
have in their possession or control originals of any of the documents referenced
in Section 8.2(q), the Sellers shall satisfy their obligations hereunder by
delivering true, correct and complete copies of such items