9001-18 Authorize Purchase Agreement for Hilliard Square Theater

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ARTICLE S REPRESENTATIONS AND WARRANTIES 5.1 Purchaser's Representations and Warranties. Purchaser hereby represents and warrants to Seller that as of the Effective Date, to Purchaser's knowledge, there are no circumstances or facts that would prevent Purchaser from engaging in the transactions contemplated in this Agreement. 5,2 Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser as follows as of the Effective Date: (a) Authorization. (i) Seller has the requisite power and authority to enter into this Agreement and to carry out Seller's obligations hereunder, (ii) the execution, delivery and perl'ormance of this Agreement by Seller and the consummation by Seller of the transactions contemplated thereby have been duly authorized by all requisite action and (iii) this Agreement has been duly and validly executed and delivered by Seller and (assuming this Agreement constitutes a valid and binding obligation of Purchaser) constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms. (b) Consents and Approvals. No consent, approval or authorization of, or declaration, Filing, or registration with, any United States federal or state governmental or regulatory authority (except those of Purchaser) is required to be made or obtained by Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, authorizations, declarations, filings or registrations, which, .'if not obtained, would not, individually or in the aggregate, have a material adverse effect on;the transactions contemplated by this Agreement. (c) No Conflicts. The execution, delivery and compliance with, and performance of the terms and provisions of, this Agreement, and the sale of the Property, will not (i) conflict with or result in any violation of any provision of any bond, note or other instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which Seller is a party in its individual capacity, or (ii) violate any existing term or provision of any order, writ, judgment, injunction, decree, statute; law, rule or regulation applicable to Seller or its assets or properties in any material respect. (d) No Leases. No tenants, under any Leases or other instruments, have interests in or possession of the Property. 5.3 Survival; Breach. The representations and warranties contained in this Agreement shall survive for a period of six (6) months after-the Closing. The indemnity provisions of this Agreement shall survive Closing indefinitely. ARTICLE 6 PRORATIONS All real estate taxes and real estate assessments appearing out the tax duplicate shall be the responsibility of Purchaser, such that all such.amounts relating to the Property which relate to