Common use of Contracts; Debt Instruments Clause in Contracts

Contracts; Debt Instruments. (a) Neither Wellsford nor any Wellsford Subsidiary has received a written notice that Wellsford or any Wellsford Subsidiary is in violation of or in default under (nor to the Knowledge of Wellsford does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except as set forth in Schedule 2.17 to the Wellsford Disclosure Letter, nor to the Knowledge of Wellsford does such a violation or default exist, except to the extent that such violation or default, individually or in the aggregate, would not have a Wellsford Material Adverse Effect. (b) Except for any of the following expressly identified in Wellsford SEC Documents, Schedule 2.17 to the Wellsford Disclosure Letter sets forth a list of each loan or credit agreement, note, bond, mortgage, indenture and any other agreement and instrument pursuant to which any indebtedness of Wellsford or any of Wellsford Subsidiaries, other than indebtedness payable to Wellsford or a Wellsford Subsidiary, in an aggregate principal amount in excess of $250,000 per item is outstanding or may be incurred. For purposes of this Section 2.17, "Indebtedness" shall mean, with respect to any Person, without duplication, (A) all indebtedness of such person for borrowed money, whether secured or unsecured, (B) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (C) all capitalized lease obligations of such person, (D) all obligations of such person under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (E) all guarantees of such person of any such indebtedness of any other person.

Contracts; Debt Instruments. (a) Neither Wellsford nor None of Cornerstone, any Wellsford Cornerstone Subsidiary or the Cornerstone Non-controlled Subsidiary has received a written notice that Wellsford or any Wellsford Subsidiary it is in violation of or in default under (nor to the Knowledge of Wellsford Cornerstone does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except as set forth in Schedule 2.17 to the Wellsford Disclosure Letter, nor to the Knowledge of Wellsford Cornerstone does such a violation or default exist, except to the extent that such violation or default, individually or in the aggregate, would not reasonably be expected to have a Wellsford Cornerstone Material Adverse Effect. (b) Except for any of the following expressly identified in Wellsford Cornerstone SEC Documents, Schedule 2.17 SCHEDULE 2.18(B) to the Wellsford Cornerstone Disclosure Letter sets forth a list of each material loan or credit agreement, note, bond, mortgage, indenture and any other agreement and or instrument pursuant to which any indebtedness Indebtedness (as defined herein) of Wellsford or any of Wellsford SubsidiariesCornerstone, the Cornerstone Subsidiaries and the Cornerstone Non-controlled Subsidiary, other than indebtedness Indebtedness payable to Wellsford Cornerstone, a Cornerstone Subsidiary or a Wellsford Cornerstone Non-controlled Subsidiary, in an aggregate principal amount in excess of $250,000 per item is outstanding or may be incurred. For purposes of this Section 2.172.18, "Indebtedness" shall mean, with respect to any Person, without duplication, mean (Ai) all indebtedness of such person for borrowed money, whether secured or unsecured, (Bii) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (Ciii) all capitalized lease obligations of such personobligations, (Div) all obligations of such person under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (Ev) all guarantees of such person of any such indebtedness of any other person.

Contracts; Debt Instruments. (ai) Neither Wellsford To the Knowledge of the Company, neither the Company nor any Wellsford Subsidiary has received a written notice that Wellsford or any Wellsford Company Subsidiary is in violation of or in default under (nor to the Knowledge of Wellsford does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except as set forth in Schedule 2.17 SCHEDULE 3.1.16 (I) to the Wellsford Company Disclosure Letter, nor to the Knowledge of Wellsford does such a violation Letter and except for violations or default exist, except to the extent defaults that such violation or defaultwould not, individually or in the aggregate, would not have result in a Wellsford Material Adverse Effect. (bii) Except for any of the following expressly identified in Wellsford the Company SEC Documents, Schedule 2.17 Documents filed with the SEC prior to the Wellsford date hereof and except as permitted by SECTION 4.1 after the date hereof, SCHEDULE 3.1.16(II) to the Company Disclosure Letter sets forth (x) a list of each all loan or credit agreementagreements, notenotes, bondbonds, mortgagemortgages, indenture indentures and any other agreement agreements and instrument instruments pursuant to which any indebtedness of Wellsford the Company or any of Wellsford the Company Subsidiaries, other than indebtedness payable to Wellsford the Company or a Wellsford Company Subsidiary or to any third-party partner or joint venturer in any Company Subsidiary, in an aggregate principal amount in excess of $250,000 100,000 per item is outstanding or may be incurred. incurred and (y) the respective principal amounts outstanding thereunder on June 30, 1997, For purposes of this Section 2.17SECTION 3.1.16(II), "Indebtedness" shall mean, with respect to any Person, without duplication, (A) all indebtedness of such person Person for borrowed money, whether secured or unsecured, (B) all obligations of such person Person under conditional sale or other title retention agreements relating to property purchased by such personPerson, (C) all capitalized lease obligations of such personPerson, (D) all obligations of such person Person under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (E) all guarantees of such person Person of any such indebtedness of any other personPerson.

Contracts; Debt Instruments. (a) Neither Wellsford nor None of JP or any Wellsford JP Subsidiary has received a written notice that Wellsford or any Wellsford Subsidiary it is in violation of or in default under (nor to the Knowledge of Wellsford does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreementMaterial Contract, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understandingas defined herein, to which it is a party or by which it or any of its properties or assets is bound, except as set forth in Schedule 2.17 to the Wellsford Disclosure Letter, nor to the Knowledge of Wellsford JP does such a violation or default exist, except to the extent that such violation or default, individually or in the aggregate, would not reasonably be expected to have a Wellsford JP Material Adverse Effect. . For purposes of this Agreement, "Material Contract" shall mean (bi) Except for any of the following expressly identified in Wellsford SEC Documentsloan agreement, Schedule 2.17 to the Wellsford Disclosure Letter sets forth a list of each loan or credit agreementindenture, note, bond, mortgage, indenture and debenture or any other document or agreement and instrument pursuant evidencing a capitalized lease obligation or other Indebtedness (as defined herein) to which any indebtedness Person, (ii) each material instrument, contract or agreement (exclusive of Wellsford any JP Space Lease) entered into by JP or any JP Subsidiary which may result in total payments by or liability of Wellsford Subsidiaries, other than indebtedness payable to Wellsford JP or a Wellsford Subsidiary, in an aggregate principal amount any JP Subsidiary in excess of $250,000 per item is outstanding 500,000, and (iii) any other agreements filed or may required to be incurredfiled as exhibits to the JP SEC Documents pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act and the Exchange Act. For purposes of this Section 2.172.18, "Indebtedness" shall mean, with respect to any Person, without duplication, mean (A) all indebtedness of such person for borrowed money, whether secured or unsecured, (B) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such personPerson, (C) all capitalized lease obligations of such personobligations, (D) all obligations of such person under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (E) all guarantees of such person of any such indebtedness of any other personPerson. Schedule 2.18(a) to the JP Disclosure Schedule sets forth a list of each such Material Contract, which is not listed in any other subpart to the JP Disclosure Schedule, and the outstanding principal balance of each component of Indebtedness of JP, PDC LP and each other JP Subsidiary as of the date specified in the schedule. JP and PDC LP, have not received any notice and otherwise do not have Knowledge that any other party to any Material Contract is in default (whether monetary or non-monetary) thereunder, other than such defaults that individually or in the aggregate would not result in a JP Material Adverse Effect.

Contracts; Debt Instruments. (a) Neither Wellsford nor any Wellsford Subsidiary has received a written notice Except as disclosed ---------------------------- in the Filed Company SEC Documents or in the Company Disclosure Letter, there are no Contracts that Wellsford are material to the business, assets or any Wellsford Subsidiary operations of the Company. The Company is not in violation of or in default under (nor to the Knowledge of Wellsford does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreementContract, arrangement or understanding, understanding to which it is a party or by which it or any of its properties or assets is bound, except as set forth in Schedule 2.17 to the Wellsford Disclosure Letter, nor to the Knowledge of Wellsford does such a violation for violations or default exist, except to the extent defaults that such violation or defaultwould not, individually or in the aggregate, would not have reasonably be expected to result in a Wellsford Company Material Adverse Effect. (b) Except for any of Set forth in the following expressly identified in Wellsford SEC Documents, Schedule 2.17 to the Wellsford Company Disclosure Letter sets forth is (x) a complete and correct list of each all loan or credit agreementagreements, notenotes, bondbonds, mortgagemortgages, indenture indentures and any other agreement agreements and instrument instruments pursuant to which any indebtedness of Wellsford or any of Wellsford Subsidiaries, other than indebtedness payable to Wellsford or a Wellsford Subsidiary, the Company in an aggregate principal amount in excess of $250,000 per item is outstanding or may be incurredincurred and (y) the respective principal amounts outstanding as of the date of this Agreement thereunder. For purposes of this Section 2.173.18(b), "Indebtednessindebtedness" shall mean, with respect to any Personperson, without duplication, (A) all indebtedness obligations of such person for borrowed money, whether secured or unsecuredwith respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (CE) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (DG) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person and (EJ) all guarantees and arrangements having the economic effect of a guarantee of such person of any such indebtedness of any other person.

Contracts; Debt Instruments. (a) Neither Wellsford Cornerstone nor any Wellsford Cornerstone Subsidiary has received a written notice that Wellsford or any Wellsford Subsidiary it is in violation of or in default under (nor to the Knowledge of Wellsford Cornerstone does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except as set forth in Schedule 2.17 to the Wellsford Disclosure Letter, nor to the Knowledge of Wellsford Cornerstone does such a violation or default exist, except to the extent that such violation or default, individually or in the aggregate, would not reasonably be expected to have a Wellsford Cornerstone Material Adverse Effect. (b) Except for any of the following expressly identified in Wellsford SEC Documents, Schedule 2.17 2.18(b) to the Wellsford Cornerstone Disclosure Letter sets forth a list of each material loan or credit agreement, note, bond, mortgage, indenture and any other agreement and or instrument pursuant to which any indebtedness of Wellsford or any of Wellsford Subsidiaries, other than indebtedness payable to Wellsford or a Wellsford Subsidiary, in an aggregate principal amount Indebtedness (as defined herein) in excess of $250,000 per item 1,000,000 of Cornerstone or any Cornerstone Subsidiary, other than Indebtedness payable to Cornerstone or a Cornerstone Subsidiary, is outstanding or may be incurred. For purposes of this Section 2.172.18, "“Indebtedness" ” shall mean, with respect to any Person, without duplication, mean (Ai) all indebtedness of such person for borrowed money, whether secured or unsecured, (Bii) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such personPerson, (Ciii) all capitalized lease obligations of such personobligations, (Div) all obligations of such person under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (Ev) all guarantees of such person of any such indebtedness of any other Person. (c) To the extent not set forth in response to the requirements of Section 2.18(b), Schedule 2.18(c) to the Cornerstone Disclosure Letter sets forth each interest rate cap, interest rate collar, interest rate swap, currency hedging transaction, and any other agreement relating to a similar transaction to which Cornerstone or any Cornerstone Subsidiary is a party or an obligor with respect thereto and which has a notional amount in excess of $1,000,000. (d) [Intentionally omitted.] (e) Except as set forth on Schedule 2.18(e) of the Cornerstone Disclosure Letter, neither Cornerstone nor any Cornerstone Subsidiary is a party to any agreement relating to the management of any Cornerstone Property by any Person other than Cornerstone or a Cornerstone Subsidiary. (f) Except as set forth on Schedule 2.18(f) to the Cornerstone Disclosure Letter, neither Cornerstone nor any Cornerstone Subsidiary is a party to any agreement pursuant to which Cornerstone or any Cornerstone Subsidiary manages or provides services with respect to any real properties other than Cornerstone Properties. (g) Cornerstone has delivered to Colonial prior to the date of this Agreement a true and complete capital budget for the year 2004 relating to budgeted capital improvements and development. Schedule 2.18(g) to the Cornerstone Disclosure Letter lists all material agreements entered into by Cornerstone or any of the Cornerstone Subsidiaries relating to the development or construction of, or additions or expansions to, any Cornerstone Properties (or any properties with respect to which Cornerstone or any Cornerstone Subsidiary has executed as of the date of this Agreement a purchase agreement or other similar agreement) which are currently in effect and under which Cornerstone or any of the Cornerstone Subsidiaries currently has, or expects to incur, an obligation in excess of $250,000 per agreement. True, correct and complete copies of such agreements have previously been delivered or made available to Colonial. (h) Schedule 2.18(h) to the Cornerstone Disclosure Letter lists all agreements entered into by Cornerstone or any Cornerstone Subsidiary providing for the sale of, or option to sell, any Cornerstone Properties or the purchase of, or option to purchase, by Cornerstone or any Cornerstone Subsidiary, on the one hand, or the other party thereto, on the other hand, any real estate not yet consummated as of the date hereof. (i) Except as set forth in Schedule 2.18(i) to the Cornerstone Disclosure Letter, neither Cornerstone nor any Cornerstone Subsidiary has any material continuing contractual liability (A) for indemnification or otherwise under any agreement relating to the sale of real estate previously owned, whether directly or indirectly by Cornerstone, or any Cornerstone Subsidiary or (B) to pay any additional purchase price for any of the Cornerstone Properties. (j) Except as set forth in Schedule 2.18(j) to the Cornerstone Disclosure Letter, neither Cornerstone nor any Cornerstone Subsidiary has entered into or is subject, directly or indirectly, to any Tax Protection Agreements. As used herein, a “Tax Protection Agreement” is an agreement, oral or written, entered into between (x) either Cornerstone or a Cornerstone Subsidiary and (y) a Person other than Cornerstone or a Cornerstone Subsidiary and (A) that has as one of its purposes to permit a Person to take the position that such Person could defer federal taxable income that otherwise might have been recognized upon a transfer of property to the Cornerstone Partnership or any other Cornerstone Subsidiary that is treated as a partnership for federal income tax purposes, and that (i) prohibits or restricts in any manner the disposition of any assets of Cornerstone or any Cornerstone Subsidiary, (ii) requires that Cornerstone or any Cornerstone Subsidiary maintain, put in place, or replace, indebtedness, whether or not secured by one or more of the Cornerstone Properties, or (iii) requires that Cornerstone or any Cornerstone Subsidiary offer to any Person at any time the opportunity to guarantee or otherwise assume, directly or indirectly (including, without limitation, through a “deficit restoration obligation,” guarantee (including, without limitation, a “bottom” guarantee), indemnification agreement or other similar arrangement), the risk of loss for federal income tax purposes for indebtedness or other liabilities of Cornerstone or any Cornerstone Subsidiary, (B) that specifies or relates to a method of taking into account book-tax disparities under Section 704(c) of the Code with respect to one or more assets of Cornerstone or a Cornerstone Subsidiary, or (C) that requires a particular method for allocating one or more liabilities of Cornerstone or any Cornerstone Subsidiary under Section 752 of the Code. Neither Cornerstone nor any Cornerstone Subsidiary is in violation of or in default under any Tax Protection Agreement (or similar agreement concerning action that would affect the tax liability of any person) that it is or has been a party to, and neither Cornerstone nor any Cornerstone Subsidiary has any outstanding tax liability to any person under any such agreement. (k) Except as set forth in Schedule 2.18(k) to the Cornerstone Disclosure Letter and for the Confidentiality Agreement, dated July 15, 2004 between Cornerstone and Colonial (the “Confidentiality Agreement”), neither Cornerstone nor any Cornerstone Subsidiary is a party to any (A) standstill, lock-up, financial advisory or voting agreement or (B) confidentiality agreement related to any of the types of transactions described in clauses (A), (B) or (C) of Section 4.3(a)(i) (but substituting 50% for each instance where 10% appears). (l) Cornerstone does not have any shareholder rights plan or similar arrangement in effect.

Contracts; Debt Instruments. (a) Neither Wellsford Beacon nor any Wellsford Beacon Subsidiary has received a written notice that Wellsford Beacon or any Wellsford Beacon Subsidiary is in violation of or in default under (nor to the Knowledge of Wellsford Beacon does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any material loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other material contract, agreement, arrangement or understanding, to which it is a party or by which it or any of its properties or assets is bound, except as set forth in Schedule 2.17 to the Wellsford Disclosure Letter, nor to the Knowledge of Wellsford Beacon does such a violation or default exist, except to the extent that such violation or default, individually or in the aggregate, would not have a Wellsford Beacon Material Adverse Effect. (b) Except for any of the following expressly identified in Wellsford Beacon SEC Documents, Schedule 2.17 2.18(b) to the Wellsford Beacon Disclosure Letter sets forth a list of each material loan or credit agreement, note, bond, mortgage, indenture and any other agreement and or instrument pursuant to which any indebtedness Indebtedness (as defined below) of Wellsford Beacon or any of Wellsford the Beacon Subsidiaries, other than indebtedness Indebtedness payable to Wellsford Beacon or a Wellsford Subsidiary, in an aggregate principal amount in excess of $250,000 per item Beacon Subsidiary is outstanding or may be incurred. For purposes of this Section 2.172.18, "Indebtedness" shall mean, with respect to any Person, without duplication, mean (Ai) all indebtedness of such person for borrowed money, whether secured or unsecured, (Bii) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (Ciii) all capitalized lease obligations of such personobligations, (Div) all obligations of such person under interest rate cap, swap, collar or similar transaction or currency hedging transactions (valued at the termination value thereof) and (Ev) all guarantees of such person of any such indebtedness of any other person.