REPRESENTATIONS AND WARRANTIES 8. Section 4.1
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 A Malkin Family Contributors, Public Contributing Entities and Participation Interests B Form of Registration Rights Agreement C Form of Lock-Up 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 of TRLWT Seller-General 8
REPRESENTATIONS AND WARRANTIES 8. Representations and Warranties of the Seller Parties 8 Section 5.2 Financial Institution Representations and Warranties 12
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 5.1 Representations and Warranties of the Company 8 Section 5.2 Representations and Warranties of the Exchanging Shareholders 9
REPRESENTATIONS AND WARRANTIES 8. 1 Each Party represents and warrants that it has the right to enter into this Agreement.
REPRESENTATIONS AND WARRANTIES 8. Section 4.1 Representations and Warranties of the Company 8 Section 4.2 Representations and Warranties of Each Purchaser 15 ARTICLE V COVENANTS 17 Section 5.1 Conduct of Business of the Company 17 Section 5.2 Trading of Company Securities 17 Section 5.3 Securities Law Filings 17 Section 5.4 Lock-up 17 Section 5.5 Standstill 18 Section 5.6 Distribution Compliance Period 19 Section 5.7 Further Assurances 19 ARTICLE VI INDEMNIFICATION 19 Section 6.1 Indemnification 19 Section 6.2 Third Party Claims 19 Section 6.3 Other Claims 20 Section 6.4 Limitations on Liability 21 ARTICLE VII MISCELLANEOUS 21 Section 7.1 Survival of the Representations and Warranties 21 Section 7.2 Governing Law; Arbitration 21 Section 7.3 No Third Party Beneficiaries 21 Section 7.4 Amendment 22 Section 7.5 Binding Effect 22 Section 7.6 Assignment 22 Section 7.7 Notices 22 Section 7.8 Entire Agreement 24 Section 7.9 Severability 24 Section 7.10 Fees and Expenses 24 Section 7.11 Confidentiality 24 Section 7.12 Specific Performance 25 Section 7.13 Termination 25 Section 7.14 Headings 26 Section 7.15 Execution in Counterparts 26 Section 7.16 Public Disclosure 26 Section 7.17 Waiver 27 EXHIBIT A 32 EXHIBIT B 33 SCHEDULE I 34 ii SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made as of June 6, 2016, by and among:
REPRESENTATIONS AND WARRANTIES 8. Section 2.1 Representations and Warranties by the Issuer 8 Section 2.2 Representations and Warranties by the Lessee 9 ARTICLE III LEASING CLAUSES AND WARRANTY OF TITLE 12 Section 3.1 Lease of the Project 12 Section 3.2 Warranty of Title 12
REPRESENTATIONS AND WARRANTIES 8. Section 4.01 Representations and Warranties of the Company 8 Section 4.02 Representations and Warranties of Each Purchaser 10 ARTICLE V OTHER AGREEMENTS OF THE PARTIES 11 Section 5.01 Reserved 11 Section 5.02 Distribution Compliance Period 11 Section 5.03 Further Assurances 12 Section 5.04 Reservation of Shares 12
