Common use of Seller’s Warranties Clause in Contracts

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six (6) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx of Sale, in form and substance reasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six (6) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx of Sale, in form and substance reasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date end of this Agreement shall Buyer's due diligence period shall, at Seller's option, either (i) be delivered "as-is", "where is" in rent ready condition at closing, or (ii) entitle Buyer to a credit of $400.00 per unit. In either event, if any of said vacant units are "down" units, i.e.; are substantially unfit for occupancy, Seller agrees to restore said units to rent ready condition notwithstanding the foregoing sentence. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreementexpiration Buyer's due diligence period, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six three (63) months. (a) The legal description of the Property contained in the recitals or in exhibit "A" attached to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bill of Sale, in form and substance reasonably xxxsonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date, reasonable wear and tear excepted. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any. (i) Seller warrants that it is a valid, subsisting Delaware limited partnership, authorized to do business in New York and has full power and authority to complete the transaction contemplated herein.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six twelve (612) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx of Sale, in form and substance reasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies To the best of the Tenant Leasesactual knowledge of Seller (which knowledge shall be limited to Xxxxxx X. Xxxxxx, or Xxxxxxxx X. Xxxxxx) no toxic or hazardous substances or wastes, pollutants or contaminants (including all amendments without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and documents relating theretovarious constituents of such products, and any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Section 9601-9657, as amended) have been delivered generated, treated, stored, released or made available disposed of, or otherwise placed, deposited in or located on the Real Property, nor has any activity been undertaken on the Real Property that would cause or contribute to (i) the Real Property to become a treatment, storage or disposal facility within the meaning of, or otherwise bring the property within the ambit of the Resource Conservation and Recovery Act of 1965("RCRA", 42 U.S.C. Section 6901 et seq., or any similar state law or local ordinance, (ii) a release or threatened release of toxic or hazardous wastes or substances, pollutants or contaminations, form the Property within the meaning of, or otherwise bring the Real Property within the ambit of, CERCLA, or any similar state law or local ordinance, or (iii) the discharge of pollutants or effluents into any water source or system, the dredging or filling of any waters or the discharge into the air of any emissions, that would require a permit under the Federal Water Pollution Contract Act, 33 U.S.C. Section 1251 et seq., or the Clean Air Act, 42 U.S.C. Section 7401 et. seq., or any similar state or local ordinance. To the best knowledge of Seller (limited to Xxxxxx X. Xxxxxx or Xxxxxxxx X. Xxxxxx) there are no substances or conditions in or on the Real Property that may support a claim or cause of action under RCRA, CERCLA or any other federal, state or local environmental statutes, regulations, ordinances or other environmental regulatory requirements. Seller has disclosed to Buyer pursuant all environmental reports and studies with respect to this Agreement, each Tenant Lease is the Realm Property which are in full force and effect and not in default Seller's possession. (except as may be evident j) Seller shall from the rent roll date hereof until Closing, operate its business on the Real Property in the same manner as it has been operating and in the ordinary course of business. Further, Seller shall commence and prosecute in a timely manner all legal actions required or desirable in order to be delivered at closing) and no events have occurred whichprotest the ad valorem taxes relating to the Personal Property, with notice or the passage of timeReal Property, or both. After Closing, would constitute Buyer shall be substitute as the party-in-interest in such a default; the Lessor legal proceedings as to any taxes that Buyer is obligated to pay under this Purchase Agreement or otherwise, and Buyer shall be entitled to such benefits or refunds incurred in the Tenant Leases has substantially performed all of its obligations any legal proceedings, relating to taxes that Buyer is obligation to pay under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closingor otherwise. Notwithstanding the foregoing, however, as a condition of Seller may notify signing any such claim or substituting Buyer if as the party in interest, Buyer agrees that Seller shall reimburse for any expenses, disbursements or costs of any kind which Seller has previously paid and will assume all obligations for any such expenses, disbursements or other obligations including any obligation for legal fees incurred in connection with such proceedings. It is a further condition of such assignment and substitution that any professional to have been engaged to carry on such proceedings shall release the Seller from any further obligations relative thereto. Seller shall indemnify, defend and hold Buyer harmless from any claim, demand, loss, liability, damage or expense (including reasonable attorney's fees), suffered or incurred because of the breach of any of the foregoing are inapplicable above representations and warranties, whether such breach is discovered before or untrue as of after Closing. The above representations and warranties shall survive the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation12 months. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property Except as herein contemplatedabove and expressly stated, violates Buyer is purchasing the Personal Property and Real Property based on its own investigation and inquiry and is not relying on any representation of Seller or will violate any contract, agreement or instrument other person and is agreeing to which accept and purchase the Seller is a party or bound Personal Property and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Real Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units "as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable subject to units becoming vacant after the execution conditions of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement examination and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.express warranties herein contained,

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six three (63) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bill of Sale, in form and substance reasonably xxxxonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six (6) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bill of Sale, in form and substance reasonably xxxsonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six (6) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by and conformed to the title companysurvey. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bill of Sale, in the form and substance reasonably satisfactory to Buyer, of Exhixxx D free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date, ordinary wear and tear excepted. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) TrueSeller is a Delaware limited partnership, correct organized, and complete copies in good standing under the laws of the Tenant LeasesState of Delaware, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have execution of this transaction has been duly authorized. Seller is not been modified nor have any concessions been made with respect thereto unless expressly described a "foreign person" as that terms is defined in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any Section 1445 of the foregoing are inapplicable or untrue Internal Revenue Code of 1986, as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreementamended. (j) Neither this Agreement nor anything provided There is no action, suit or proceeding pending or to be done herein by Seller including without limitation the conveyance of all best of Seller's rightknowledge, title and interest in and threatened against or affecting Seller which could adversely affect Seller's ability to the Property as herein contemplated, violates consummate this transaction or will violate perform any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform of its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so acthereunder. (k) All vacant apartment units as of Neither the date entering into of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable nor the consummation of the transaction contemplated hereby will constitute a violation or breach by Seller of any agreement or other instrument to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer is a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a)party, or Section 8(d)to which it is subject or by which any of its assets or properties may be affected, Buyer will forfeit or of any and all credits provided for in this subsection (k)judgments, order, writ, injunction or decree issued against or imposed upon it. (l) No consent or approval of any person, entity, or governmental authority is required with respect to the execution and delivery of this agreement by Seller agrees to continue or the consummation by Buyer of the transactions contemplated hereby or the performance by Seller of its standard leasing practices obligations hereunder. The term "governmental authority" means the United States of America, the State of Oklahoma, the county and advertising through city in which the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits Property is located, and customary concessionsany other political subdivision in which the Property is located, if anyand any court, agency, department, commission, board, bureau, property owners association, utility district, flood control district, improvements district, or similar district or other instrumentality of any of them.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six (6) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bill of Sale, in form and substance reasonably substanxx xeasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six three (63) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bill of Sale, in form and substance reasonably substanxx xeasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property.. 8 (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing completion of escrow for a period of six (6) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing completion of escrow and will convey title to the Personal Property to Buyer at Closing completion of escrow by Xxxx of Sale, in form and substance reasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closingcompletion of escrow. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date completion of escrow with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing completion of the Property escrow assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration execution of Buyer's due diligence period this Agreement through the Closing Datecompletion of escrow. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closingcompletion of escrow) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closingcompletion of escrow. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date completion of escrow and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date completion of escrow the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date end of this Agreement completion of escrow shall either (i) be delivered in rent ready condition, or (ii) entitle Buyer to a credit of $400.00 per unit at completion of escrow. If any of said vacant units are "as-is"down" units, "where is" at closingi.e.; are substantially unfit for occupancy, Buyer agrees to identify such down units and to negotiate an agreement with Seller as to any such down units prior to satisfaction of Buyer's finance contingency as set forth in Section 3 above. If no such agreement is reached, Seller will have no further liability for such down units. The foregoing shall not be applicable to units becoming vacant after the execution expiration of this AgreementBuyer's finance contingency, which units will be "as is" at closingcompletion of escrow; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution the end of this Agreement Buyer's finance contingency and closingcompletion of escrow, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Datecompletion of escrow, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall not survive the Closing for a period of six (6) monthsClosing. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and beliefbelief without independent investigation, Seller has not received written notification that it has not disclosed to Buyer that the Property is not in compliance with any all federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx of Sale, in form and substance reasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (db) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individualssuch employees. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (ec) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs program or agreementsagreement, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (fd) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (ge) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at in as of the expiration of Buyer's due diligence period date hereof through the Closing Date. (hf) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six (6) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bxxx of Sale, in form and substance reasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date end of this Agreement shall Buyer's due diligence period shall, at Seller's option, either (i) be delivered "as-is", "where is" in rent ready condition at closing, or (ii) entitle Buyer to a credit of $400.00 per unit. In either event, if any of said vacant units are "down" units, i.e.; are substantially unfit for occupancy, Seller agrees to restore said units to rent ready condition notwithstanding the foregoing sentence. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreementexpiration Buyer's due diligence period, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six (6) months. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bill of Sale, in form and substance reasonably substanxx xeasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six three (63) months. (a) The legal description of the Property contained in the recitals or in exhibit "A" attached to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title company. (b) To Seller's best knowledge and belief, Seller has not received written notification that the Property is not in compliance with any federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (c) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx of Sale, in form and substance reasonably satisfactory to Buyer, free and clear of all liens and encumbrances, except as provided in this Agreement. (d) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (e) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs or agreements, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (f) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date, reasonable wear and tear excepted. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, concessions if any. (i) Seller warrants that it is a valid, subsisting Delaware limited partnership, authorized to do business in New York and has full power and authority to complete the transaction contemplated herein.

Seller’s Warranties. The following representations and warranties of Seller shall survive the Closing for a period of six ninety (690) monthsdays. (a) The legal description of the Property contained in the recitals to this Agreement is substantially correct and will be confirmed by any survey obtained by Buyer and/or confirmed by the title companyBuyer. (b) To Seller's best knowledge and belief, Seller has not received (Seller meaning Joseph M. Jayson or an officer of the general partner of Seller only) xxx xxx xxxxxxxx written notification that the Property is not in compliance with any all federal, state, county and municipal laws, ordinances and regulations, including but not limited to all federal, state, county and municipal environmental laws and regulations, applicable to or affecting the Property, subject to Seller's right to cure as hereinabove stated. (cd) Seller will convey fee simple, marketable or insurable title to the Property to Buyer at Closing and will convey title to the Personal Property to Buyer at Closing by Xxxx Bill of Sale, in form and substance reasonably satisfactory to BuyerBuxxx, free and clear of all liens and encumbrances, except as provided in this Agreement. (de) Seller will not interfere with Buyer's opportunity to hire Seller's on-site employees employees, who work at the Property, but Buyer will have no obligation to hire any of those individuals. Buyer will make no efforts to hire such employees until after all contingencies have been removed and no earlier than 10 days before closing. Buyer will make no efforts to hire any of Seller's off-site employees whatsoever. (ef) Seller shall be responsible for (and Buyer shall not assume the obligation of) all employee wages, benefits (including payments for accrued bonuses, vacation or sick pay, unemployment compensation, employment taxes, medical claims or similar payments), contributions under any benefit programs program or agreementsagreement, severance pay obligations and other related employee costs arising as a result of any events, acts (or failures to act) prior to the Closing Date with respect to the Property at which such persons are employed, whether or not disclosed on the schedules to this Agreement. (fg) Seller retains all liability and responsibility for fulfilling all federal and/or state COBRA and continuation of group health insurance coverage requirements (pursuant to Section 4980B of the Code, sections 601-608 of ERISA, and any applicable state laws) with respect to Seller's current or former employees (and their dependents). Buyer does not hereby and will not at the Closing of the Property assume any obligation to provide medical insurance coverage to persons that it employs because it acquires the Property. (g) The physical condition of the Personal Property and Real Property shall be maintained in substantially the same condition as they were at the expiration of Buyer's due diligence period through the Closing Date. (h) Seller has title to the property, or the right to acquire same, has the authority to enter into this Agreement, is entering into this Agreement with the knowledge of the current owner and has the authority to sign all documents required to be signed to implement Seller's obligations under this Agreement. (i) True, correct and complete copies of the Tenant Leases, including all amendments and documents relating thereto, have been delivered or made available to Buyer pursuant to this Agreement, each Tenant Lease is in full force and effect and not in default (except as may be evident from the rent roll to be delivered at closing) and no events have occurred which, with notice or the passage of time, or both, would constitute such a default; the Lessor in the Tenant Leases has substantially performed all of its obligations under each Tenant Lease; and the Tenant Leases have not been modified nor have any concessions been made with respect thereto unless expressly described in the rent roll to be delivered pursuant to this Agreement at closing. Notwithstanding the foregoing, Seller may notify Buyer if any of the foregoing are inapplicable or untrue as of the Closing Date and provided that Seller has otherwise substantially complied with this Agreement and has operated the Property in the ordinary course, no adjustment or other remedy shall be imposed on Seller relative to the foregoing representation. True and complete copies of all service contracts and other corollary agreements and all amendments thereto have been delivered to Buyer pursuant to the Due Diligence material supplied by Seller under this Agreement. (j) Neither this Agreement nor anything provided to be done herein by Seller including without limitation the conveyance of all of Seller's right, title and interest in and to the Property as herein contemplated, violates or will violate any contract, agreement or instrument to which the Seller is a party or bound and which affects the Property. Seller has and will have at the Closing Date the power and authority to sell the Property to Buyer and perform its obligations in accordance with the terms and conditions of this Agreement, and each person who executes this Agreement and all other instruments and documents in connection herewith, has or will have due power and authority to so act. (k) All vacant apartment units as of the date of this Agreement shall be delivered "as-is", "where is" at closing. The foregoing shall not be applicable to units becoming vacant after the execution of this Agreement, which units will be "as is" at closing; however, Seller will give Buyer a credit of $400.00 per vacant unit for any unit becoming vacant between execution of this Agreement and closing, provided that if Buyer violates the provisions of Section 3(a), or Section 8(d), Buyer will forfeit any and all credits provided for in this subsection (k). (l) Seller agrees to continue its standard leasing practices and advertising through the Closing Date, including its customary rent schedule for new tenants, customary credit and application review and procedures, customary security deposits , and customary concessions, if any.