REPRESENTATIONS AND WARRANTIES 8. Section 3.1 Representations and Warranties with Respect to the Company and the Operating Partnership 8 Section 3.2 Representations and Warranties of the Malkin Family Contributors 10 ARTICLE 4. COVENANTS 14 Section 4.1 Covenants of the Malkin Family Contributors 14 Section 4.2 Indemnification 15 Section 4.3 Commercially Reasonable Efforts 15 ARTICLE 5. MISCELLANEOUS 15 Section 5.1 Defined Terms 15 Section 5.2 Notices 18 Section 5.3 Counterparts 19 Section 5.4 Entire Agreement; Third-Party Beneficiaries 19 Section 5.5 Governing Law 20 Section 5.6 Amendment; Waiver 20 Section 5.7 Assignment 20 Section 5.8 Jurisdiction 20 Section 5.9 Severability 20 Section 5.10 Rules of Construction 21 Section 5.11 Time of the Essence 21 Section 5.12 Descriptive Headings 21 Section 5.13 No Personal Liability Conferred 21 Section 5.14 Changes to Form Agreements 21 Section 5.15 Further Assurances 22 Section 5.16 Reliance 22 Section 5.17 Survival 22 Section 5.18 Equitable Remedies; Limitation on Damages 22 EXHIBITS A Malkin Family Contributors, Public Contributing Entities and Participation Interests B Form of Registration Rights Agreement C Form of Lock-Up Agreement CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (including all exhibits, hereinafter referred to as this “Agreement”) is made and entered into as of November 28, 2011 (the “Effective Date”) by and among Empire Realty Trust, Inc., a Maryland corporation (the “Company”), Empire Realty Trust, L.P., a Delaware limited partnership (the “Operating Partnership”), Xxxxxx Xxxxxxxx LLC (the “Supervisor”) and the other Persons affiliated with the Malkin Family Group (defined below) set forth on the signature pages hereto (individually, a “Malkin Family Contributor” and collectively, the “Malkin Family Contributors”). Terms used but not defined shall have the meanings ascribed to them in Section 5.1.
REPRESENTATIONS AND WARRANTIES 8. Section 4.1
REPRESENTATIONS AND WARRANTIES 8. Section 4.1 Representations and Warranties of TRLWT Seller-General 8
REPRESENTATIONS AND WARRANTIES 8. Section 5.1 Representations and Warranties of the Seller Parties 8 Section 5.2 Financial Institution Representations and Warranties 12
REPRESENTATIONS AND WARRANTIES 8. Section 5.1 Representations and Warranties of the Company 8 Section 5.2 Representations and Warranties of the Exchanging Shareholders 9
REPRESENTATIONS AND WARRANTIES 8. Section 6.1. Organization; Authority; Powers 8 Section 6.2. No Conflict 8 Section 6.3. Enforceability 8 Section 6.4. No Litigation 9 Section 6.5. Equity Interests 9 Section 6.6. Compliance with Law 9 Section 6.7. Financial Statements 9 Section 6.8. Adequate Information 9 Section 6.9. Investment Company Act 9 Section 6.10. Solvency 9 Section 6.11. Pari Passu Obligations 9 ARTICLE VII. COVENANTS 10 Section 7.1. Existence 10 Section 7.2. Compliance with Laws 10 Section 7.3. Fundamental Changes 10 Section 7.4. Further Assurances 10 Section 7.5. QFCP Status 10
REPRESENTATIONS AND WARRANTIES 8. Section 3.1 Representations and Warranties of the Company 8
REPRESENTATIONS AND WARRANTIES 8. 1 Each Party represents and warrants that it has the right to enter into this Agreement. 8.2 The Parties' representatives, by their signatures below, represent and warrant that they are duly authorized to execute and deliver this Agreement on behalf of the respective Party. 8.3 TRC hereby represents, covenants, and warrants that it will not assert against Tower Entities or their permitted successors and assigns, or any of Tower's customers (including Fedders), manufacturers, partners, distributors, re-sellers, vendors, or any other permitted user of Tower LCDI Products (whether such permission is granted directly by Tower or another licensee of Tower) (collectively together with Tower Entities, "Tower Users") any claim of infringement based upon the `337 Patent arising out of or in connection with the use, sale, or distribution of the Tower LCDI Products. 8.4 Tower hereby represents, covenants, and warrants that it will not assert against TRC Entities or their permitted successors and assigns, or any of TRC's customers, manufacturers, partners, distributors, re-sellers, vendors, or any other permitted user of TRC LCDI Products (whether such permission is granted directly by TRC or another licensee of TRC) (collectively together with TRC Entities, "TRC Users") any claim of infringement based upon the '199 Patent arising out of or in connection with the use, sale, or distribution of the TRC LCDI Products. 8.5 ** 8.6 ** ARTICLE 9 CONFIDENTIALITY 9.1 The Parties shall keep the terms of this Agreement confidential and shall not now or hereafter divulge these terms to any third party except: 9.1.1 with the prior written consent of the other Party; or 9.1.2 to any governmental body having jurisdiction to call for such terms; or 9.1.3 as otherwise may be required by law or legal process, including to legal and financial advisors in their capacity of advising a Party in such matters; or 9.1.4 during the course of litigation so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of other litigating parties and so long as (a) the restrictions are embodied in a court-entered Protective Order and (b) the disclosing Party informs the other Party in writing at least ten (10) days in advance of the disclosure; or 9.1.5 in confidence to legal counsel, accountants, banks, financing sources and their advisors solely in connection with complying with financial transactions or legal reporting requirements; or...
REPRESENTATIONS AND WARRANTIES 8. 1 The Consultant represents, warrants and covenants to the Company as follows: (a) The Consultant is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder; (b) The Consultant is not under any physical or mental disability that would hinder the performance of her duties under this Agreement; and (c) The Company will provide and disclose all legal and commercial information to the Consultant that is necessary to perform Consultant's duties. 9 INDEMNIFICATION 9.1 Each Party shall indemnify and hold harmless the other Party, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, attorneys, auditors, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Party of any representations and warranties contained in, or by any breach of any other provision of this Agreement by the Party. 10
REPRESENTATIONS AND WARRANTIES 8. 1. Each Party represents, warrants, and with respect to Section 8.1.4, covenants to the other that: 8.1.1. it is duly organized and validly existing under the Applicable Laws of the jurisdiction of its incorporation, and has full corporate power and authority to enter into this Termination Agreement and to carry out the provisions hereof; 8.1.2. it is duly authorized to execute and deliver this Termination Agreement and to perform its obligations hereunder, and the person executing this Termination Agreement on its behalf has been duly authorized to do so by all requisite corporate action; and 8.1.3. this Termination Agreement is legally binding upon it and enforceable in accordance with its terms subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. The execution, delivery and performance of this Termination Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party. 8.1.4. it shall comply fully at all times with all applicable laws and regulations, including but not limited to anti-corruption laws, and that it has not, and covenants that it will not, in connection with the performance of this Termination Agreement, directly or indirectly, make, promise, authorize, ratify or offer to make, or take any act in furtherance of any payment or transfer of anything of value for the purpose of influencing, inducing or rewarding any act, omission or decision to secure an improper advantage; or improperly assisting it or the other Party in obtaining or retaining business, or in any way with the purpose or effect of public or commercial bribery, and warrants that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so. For the avoidance of doubt this includes facilitating payments, which are unofficial, improper, small payments or gifts offered or made to Government Officials to secure or expedite a routine or necessary action to which we are legally entitled. For the purpose of this Agreement, “Government Official” (where ‘government’ means all levels and subdivisions of governments, i.e. local, regional, national, administrative, legislative, executive...
