IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF DELAWARE (PROVIDED THAT PURCHASER MAY UPDATE THE
FOREGOING REPRESENTATION TO REFLECT ANY ASSIGNMENT OF THIS CONTRACT PERMITTED
HEREUNDER).
6.5.2
PURCHASER, ACTING THROUGH ANY OF ITS OR THEIR DULY EMPOWERED AND
AUTHORIZED OFFICERS OR MEMBERS OR MANAGERS, HAS ALL NECESSARY ENTITY POWER AND
AUTHORITY TO OWN AND USE ITS PROPERTIES AND TO TRANSACT THE BUSINESS IN WHICH IT
IS ENGAGED, AND HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS CONTRACT, TO
EXECUTE AND DELIVER THE DOCUMENTS AND INSTRUMENTS REQUIRED OF PURCHASER HEREIN,
AND TO PERFORM ITS OBLIGATIONS HEREUNDER; AND NO CONSENT OF ANY OF PURCHASER'S
PARTNERS, DIRECTORS, OFFICERS OR MEMBERS ARE REQUIRED (OR WHICH HAVE NOT ALREADY
BEEN OBTAINED) TO SO EMPOWER OR AUTHORIZE PURCHASER.
THE COMPLIANCE WITH OR
FULFILLMENT OF THE TERMS AND CONDITIONS HEREOF WILL NOT CONFLICT WITH, OR RESULT
IN A BREACH OF, THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT
UNDER, ANY CONTRACT TO WHICH PURCHASER IS A PARTY OR BY WHICH PURCHASER IS
OTHERWISE BOUND.
THIS CONTRACT IS A VALID, BINDING AND ENFORCEABLE AGREEMENT
AGAINST PURCHASER IN ACCORDANCE WITH ITS TERMS.
6.5.3
NO PENDING OR, TO THE KNOWLEDGE OF PURCHASER, THREATENED (IN WRITING)
LITIGATION EXISTS WHICH IF DETERMINED ADVERSELY WOULD RESTRAIN THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT OR WOULD DECLARE ILLEGAL,
INVALID OR NON-BINDING ANY OF PURCHASER'S OBLIGATIONS OR COVENANTS TO SELLER.
6.5.4
OTHER THAN SELLER'S REPRESENTATIONS, PURCHASER HAS NOT RELIED ON ANY
REPRESENTATION OR WARRANTY MADE BY SELLER OR ANY REPRESENTATIVE OF SELLER
(INCLUDING, WITHOUT LIMITATION, BROKER) IN CONNECTION WITH THIS CONTRACT AND THE
ACQUISITION OF THE PROPERTY.
6.5.5
THE BROKER AND ITS AFFILIATES DO NOT, AND WILL NOT AT THE CLOSING, HAVE
ANY DIRECT OR INDIRECT LEGAL, BENEFICIAL, ECONOMIC OR VOTING INTEREST IN
PURCHASER (OR IN AN ASSIGNEE OF PURCHASER, WHICH PURSUANT TO SECTION 13.3,
ACQUIRES THE PROPERTY AT THE CLOSING), NOR HAS PURCHASER OR ANY AFFILIATE OF
PURCHASER GRANTED (AS OF THE EFFECTIVE DATE OR THE CLOSING DATE) THE BROKER OR
ANY OF ITS AFFILIATES ANY RIGHT OR OPTION TO ACQUIRE ANY DIRECT OR INDIRECT
LEGAL, BENEFICIAL, ECONOMIC OR VOTING INTEREST IN PURCHASER.
6.5.6
PURCHASER IS NOT A PROHIBITED PERSON.
6.5.7
TO PURCHASER'S KNOWLEDGE, NONE OF ITS DIRECT INVESTORS, AFFILIATES OR
BROKERS OR OTHER AGENTS (IF ANY), ACTING OR BENEFITING IN ANY CAPACITY IN
CONNECTION WITH THIS CONTRACT IS A PROHIBITED PERSON.
6.5.8
THE FUNDS OR OTHER ASSETS PURCHASER WILL TRANSFER TO SELLER UNDER THIS
CONTRACT ARE NOT THE PROPERTY OF, OR BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY,
BY A PROHIBITED PERSON.
6.5.9
THE FUNDS OR OTHER ASSETS PURCHASER WILL TRANSFER TO SELLER UNDER THIS
CONTRACT ARE NOT THE PROCEEDS OF SPECIFIED UNLAWFUL ACTIVITY AS DEFINED BY 18
U.S.C. § 1956(C)(7).
ARTICLE 7
OPERATION OF THE PROPERTY
7.1
LEASES AND PROPERTY CONTRACTS.
During the period from the Effective Date to the Closing Date, in the ordinary
course of business and consistent with Seller's past practices, Seller may enter
into new Property Contracts and