Common use of Purchase of Interests Clause in Contracts

Purchase of Interests. (a) Subject to the terms and conditions of this Purchase Agreement, Purchaser hereby irrevocably agrees to purchase the Interests in exchange for the Consideration (as defined below) and otherwise upon the terms and conditions set forth herein (the “Purchase”) at the Closing. The Interests being purchased under this Purchase Agreement are also referred to herein collectively as the “Securities.” The rights and preferences of the Interests are as set forth in the Operating Agreement. (b) As “Consideration” for the purchase and sale of the Securities, the Purchaser hereby irrevocably agrees to: (i) contribute, transfer and assign to the Company all of Purchaser’s assets (the “Assets”) at the Closing, including but not limited to: (1) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Advisors LLC (“LevelX Advisors”) with full title guarantee as of the date hereof; and (2) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of any other entity owned by Purchaser (“Other Subsidiary”), with full title guarantee as of the date hereof; and (3) all other assets of Purchaser of every nature, tangible and intangible, including all intellectual property and all contracts, permits and other rights; provided, however, that the Assets (as defined in this Purchase Agreement) shall exclude the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Capital LLC, including LevelX Capital LLC’s BD Net-Capital Account; and (ii) loan up to $1,500,000 aggregate principal amount to the Company from time to time for working capital purposes, as evidenced by that certain Promissory Note, substantially in the form attached hereto as Exhibit A (the “Promissory Note”). (c) The Company hereby irrevocably agrees to accept the Assets at the Closing and, pursuant to and in accordance with the terms and conditions of this Purchase Agreement, hereby irrevocably agrees to assume at the Closing and to pay, perform and discharge when due all liabilities and obligations with respect to or otherwise related to the Assets, but excluding all liabilities that are not either (i) conveyed by the transfer of the equity of a subsidiary or (ii) ordinary course operating liabilities of the business of the Purchaser conveyed pursuant hereto (the “Liabilities”).

Purchase of Interests. (a) Subject to the terms and conditions of this Purchase Agreement, Purchaser hereby irrevocably agrees to purchase the Interests in exchange for the Consideration (as defined below) and otherwise upon the terms and conditions set forth herein (the “Purchase”) at the Closing. The Interests being purchased under this Purchase Agreement are also referred to herein collectively as the “Securities.” The rights and preferences of the Interests are as set forth in the Operating Agreement. (b) As “Consideration” for the purchase and sale of the Securities, the Purchaser hereby irrevocably agrees to: (i) contribute, transfer and to assign to the Company Subsidiary all of Purchaser’s assets (the “Assets”) at the Closing, including including, but not limited to: (1i) all one-hundred percent of the Purchaser’s rightan undivided, title and jointly owned interest in and to all Core Jointly Owned IP (as defined on Schedule A hereto) such that, following such assignment, the membership or other equity Parties shall jointly own undivided interests in all Core Jointly Owned IP, and further assigns to the Subsidiary an undivided, jointly owned interest in and to all Jointly Owned Licenses, in each case subject to the terms and conditions set forth in Section 2; provided that, for the avoidance of LevelX Advisors doubt and subject to Section 2, each Party shall retain a complete copy of the source code included in the Jointly Owned IP; (ii) that certain Office Lease, dated as of August 6, 2010, by and between Purchaser and 521 Haverford Associates, L.P., as amended, including certain fixtures, furniture and equipment; (iii) that certain Agreement, dated as of August 26, 2009, by and between Purchaser and Cross Connect Solutions, LLC (“LevelX Advisors”) including the Account Inventory schedule with full title guarantee as of the date hereofrespect thereto); and (2) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of any other entity owned by Purchaser (“Other Subsidiary”), with full title guarantee as of the date hereof; and (3iv) all other assets of Purchaser of every nature, tangible and intangible, including all intellectual property and all contracts, permits and other rights; provided, however, that the Assets (as defined in this Purchase Agreement) shall exclude the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Capital LLC, including LevelX Capital LLC’s BD Net-Capital Account; and (ii) loan up to $1,500,000 aggregate principal amount to the Company from time to time for working capital purposes, as evidenced by that certain Promissory Note, substantially in the form attached hereto as Exhibit A (the “Promissory Note”). (c) The Company Subsidiary hereby irrevocably agrees to accept the Assets at the Closing and, pursuant to and in accordance with the terms and conditions of this Purchase Agreement, hereby irrevocably agrees to assume at the Closing and to pay, perform and discharge when due all liabilities and obligations with respect to or otherwise related to the Assets, but excluding all liabilities that are not either (i) conveyed by the transfer of the equity of a subsidiary or (ii) ordinary course operating liabilities of the business of the Purchaser conveyed pursuant hereto (the “Liabilities”).

Purchase of Interests. (a) Subject Immediately prior to the terms and conditions of this Purchase closing under the Other Agreement, Purchaser hereby irrevocably agrees to purchase the Interests in exchange for the Consideration (as defined below) and otherwise conditioned upon the terms parties to the Other Agreement irrevocably agreeing in a writing satisfactory to Cedar and conditions set forth herein RioCan Holdings to closing the transactions contemplated by the Other Agreement immediately following the Closing under this Agreement, Cedar shall, on the Closing Date, purchase from REIT Sub all of its right, title and interest as limited partner of the Property Owner and all of its membership interest in General Partner (collectively the, “Interests”) for Seventy Five Million, One Hundred and Twenty Seven Thousand, Three Hundred and Thirty Eight Dollars ($75,127,338) which shall be reduced by one hundred percent (100%) of the outstanding principal amount as of the Closing Date of the Loan (the “PurchasePrice”) at the Closing). The Interests being purchased under this Purchase Agreement are also referred to herein collectively as parties hereto acknowledge that the “Securities.” The rights and preferences Price was calculated, in part, based on the trailing net operating income of the Property, and the Price shall not be adjusted to account for any change in net operating income. Cedar shall pay the Price to the REIT Sub or its designated assignee pursuant to Section 2(c), and in consideration therefor, Cedar and RioCan Holdings and REIT shall cause the REIT Sub to assign the Interests are as set forth in to Cedar or its designee and Cedar shall pay the Operating AgreementPrice to the REIT Sub or such designated assignee by wire transfer of immediately available federal funds to an account or accounts designated by the REIT Sub. (b) As “Consideration” for the purchase Cedar shall, at its cost and sale of the Securitiesexpense, the Purchaser hereby irrevocably agrees to: (i) contributecomply with all obligations under the documents and instruments securing, transfer and assign evidencing or otherwise related to the Company all Loan with respect to the Transaction contemplated by this Agreement, and (ii) use commercially reasonable efforts commencing promptly after the date hereof to obtain, effective as of Purchaser’s assets the Closing Date, from the Lender its written approval or agreement, in a form reasonably acceptable to RioCan Holdings, REIT AND REIT Sub and Cedar, of the substitution of REIT Sub by Cedar as the guarantor under the Guarantee and the release of REIT Sub as guarantor thereunder (the “AssetsGuarantor Replacement and Release”) at ). If the Closing, including but not limited to: (1) all one-hundred percent Lender shall condition the Guarantor Replacement and Release upon modifying the applicable organizational documents of the Purchaser’s rightProperty Owner, title and interest in and or any other modifications of the Loan documents that do not materially increase the liabilities (including, without limitation, potential tax liabilities) or materially limit the rights or economic benefits of Cedar, Cedar shall use commercially reasonable efforts to satisfy any such requirements to the membership or other equity interests of LevelX Advisors LLC (“LevelX Advisors”) with full title guarantee as satisfaction of the date hereof; and Lender. Cedar and RioCan Holdings, REIT and REIT Sub agree to use commercially reasonable efforts to cooperate with each other in connection with the foregoing (2including, without limitation, promptly furnishing to Lender all information and documents (financial and otherwise) all one-hundred percent of which may be required under the Purchaser’s rightLoan or otherwise reasonably requested by the Lender). Cedar shall keep RioCan Holdings, title REIT and interest in and REIT Sub reasonably informed as to the membership status of compliance with the terms of this Section 2(b) including, without limitation, providing RioCan Holdings, REIT and REIT Sub with copies of all material correspondence received or other equity interests of any other entity owned by Purchaser (“Other Subsidiary”), delivered in connection therewith contemporaneously with full title guarantee as of the date hereof; and (3) all other assets of Purchaser of every nature, tangible and intangible, including all intellectual property and all contracts, permits and other rights; provided, however, that the Assets (as defined in this Purchase Agreement) shall exclude the Purchaser’s right, title and interest in and to the membership such receipt or other equity interests of LevelX Capital LLC, including LevelX Capital LLC’s BD Net-Capital Account; and (ii) loan up to $1,500,000 aggregate principal amount to the Company from time to time for working capital purposes, as evidenced by that certain Promissory Note, substantially in the form attached hereto as Exhibit A (the “Promissory Note”)delivery. (c) The Company hereby irrevocably agrees to accept the Assets REIT may, at the Closing andrequest of RioCan Holdings, cause the REIT Sub to sell the Interests as part of a tax-deferred exchange of real estate pursuant to the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended from time to time and shall be entitled to use a third-party intermediary as part of the tax-deferred exchange, and Cedar shall, at no cost or expense to Cedar, reasonably cooperate with REIT to accomplish such tax-deferred exchange(s). Further to the foregoing, REIT may require the proceeds of the sale of the Interests to be paid to and retained in accordance with escrow by an escrow agreement pending the terms and conditions tax-deferred exchange(s). In furtherance of this Purchase Agreementthe foregoing, hereby irrevocably agrees REIT reserves the right to assume at assign its rights, but not its obligations, hereunder to a “Qualified Intermediary” as provided in IRC Reg.1.1031(k)-1(g)(4), or to an “Exchange Accommodation Titleholder” as described in Revenue Procedure 93-27, on or before the Closing Date hereunder. RioCan Holdings shall defend, indemnify and to payhold the Cedar Related Parties harmless of, perform from and discharge when due against any and all liabilities damages, claims, liabilities, costs and obligations with respect to expenses (including, without limitation reasonable legal fees and expenses) arising out of, or otherwise related to the Assetsin connection with, but excluding all liabilities that are not either (i) conveyed by the transfer such tax-deferred exchange. The provisions of the equity of a subsidiary or immediately preceding sentence shall survive the Closing. (iid) ordinary course operating liabilities For US federal income tax purposes, the seller of the business of Interests under this Agreement shall be the Purchaser conveyed pursuant hereto (the “Liabilities”)REIT.