Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into
as of August 7, 2003 by and between Reckson Associates Realty Corp., a
Maryland corporation (the "Company") and 1055 Stamford Associates Limited
Partnership, a Massachusetts limited partnership (the "Initial Holder").
WHEREAS, the Initial Holder is to receive Class C common units of
limited partnership interest ("Units") in Reckson Operating Partnership, L.P.,
a Delaware limited partnership (the "Operating Partnership"), which may be
redeemed for cash, or at the option of the Company, common stock, par value
$.01 per share, of the Company ("Common Stock") pursuant to the Contribution
and Conveyance Agreement, dated as of August 7, 2003 (the "Contribution
Agreement") between the Operating Partnership and the Initial Holder, relating
to the acquisition by the Operating Partnership of certain real property owned
by the Initial Holder; and
WHEREAS, it is a condition precedent to the obligations of the
Initial Holder under the Contribution Agreement to consummate the transactions
pursuant to which the Initial Holder will receive Units that the Company enter
into this Agreement with the Initial Holder;
NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Certain Definitions.
As used in this Agreement, in addition to the other terms defined
herein, the following capitalized defined terms shall have the following
meanings:
"Holder" shall mean the Initial Holder, for so long as it owns any
Registrable Securities, and each of its respective successors, assigns and
direct and indirect transferees who become holders of Registrable Securities.
"Lock-up Period" shall mean one year from the date of original
issuance of the Units to the Holder.
"Registrable Shares" shall mean shares of Common Stock issued or to
be issued to a Holder upon redemption or in exchange for its Units, excluding
Shares (i) which are not Restricted Securities, as such term is defined in
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"),
(ii) which have been issued pursuant to an effective Registration Statement
under the Securities Act or (iii) Shares eligible for sale pursuant to Rule
144 (k) (or any successor provision) under the Securities Act.
"Registration Statement" shall mean any registration statement of the
Company which covers the issuance or resale of any of the Registrable Shares
under the Securities Act on an appropriate form, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the prospectus contained therein, all
exhibits thereto and all materials incorporated by reference therein.
"Shares" shall mean all Common Stock issued or issuable to the Holder
upon redemption or in exchange for Units held by the Holder and any other
Common Stock issued as a dividend with respect to, or in exchange for or in
replacement of such Common Stock.
2. Registration.
(a) Subject to the conditions set forth in this Agreement, the
Company will file with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-3 (the "Issuance Registration Statement")
under Rule 415 of the Securities Act relating to the issuance to the Holders
of the Shares in exchange for Units acquired pursuant to the Contribution
Agreement, such filing to be made on a date (the "Filing Date") which is no
earlier than two weeks before the expiration of the Lock-Up Period and no
later than the date of the expiration of the Lock-Up Period; provided, however
that notwithstanding the foregoing, the Filing Date may be such other date as
may be required under applicable provisions of the Securities Act or as
required by the SEC pursuant to its interpretation of applicable federal
securities laws and the rules and regulations promulgated thereunder. The
Company shall use its best efforts to cause the Issuance Registration
Statement to be declared effective by the SEC for all of the Registrable
Shares covered thereby as soon as practicable thereafter. The Company agrees
to use its best efforts to keep the Issuance Registration Statement
continuously effective until the date on which each Holder has tendered its
Units for redemption and the redemption price therefor (whether paid in cash
or in Common Stock) has been delivered to each Holder (the "Issuance
Registration Expiration Date").
(b) In the event that, for any reason, the Company determines that it
is unable to cause an Issuance Registration Statement to be declared effective
by the SEC within ninety (90) days following the Filing Date or (except as
otherwise permitted by Sections 8 and 9) is unable or it is impracticable to
keep such Issuance Registration Statement continuously effective until the
Issuance Registration Expiration Date, the Company shall promptly file with
the SEC a Registration Statement on Form S-3 (a "Resale Shelf Registration
Statement") under Rule 415 under the Securities Act relating to the resale by
the Holders of their Registrable Shares. The Company shall use its best
efforts to cause such Resale Shelf Registration Statement to be declared
effective by the SEC as soon as practicable thereafter. The Company agrees to
use its best efforts to keep the Resale Shelf Registration Statement, after
its date of effectiveness, continuously effective until the date (the "Resale
Shelf Registration Expiration Date") on which all Registrable Shares have been
disposed of by the Holders. After the Company has filed the Resale Shelf
Registration Statement, any obligation of the Company to file an Issuance
Registration Statement pursuant to Section 2(a) above with respect to the
Registrable Shares registered by the Resale Shelf Registration Statement shall
be suspended for as long as the Resale Shelf Registration Statement remains
effective.
(c) The Company shall promptly notify each Holder of the
effectiveness of a Registration Statement and shall furnish to each Holder
such number of copies of a Registration Statement as each Holder may
reasonably request (including any amendments, supplements and exhibits), the
prospectus contained therein (including each preliminary prospectus), any
documents incorporated by reference in a Registration Statement and such other
documents as each Holder may reasonably request in order to facilitate its
sale of the Registrable Shares in the manner described in the Resale
Registration Statement.
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(d) The Company shall promptly prepare and file with the SEC from
time to time such amendments and supplements to a Registration Statement and
prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and to comply with the provisions of the
Securities Act with respect to the issuance or disposition of all of the
Registrable Shares until the earlier of (a) such time as all of the Common
Stock to be issued upon redemption or exchange for Units have been issued
pursuant to the Issuance Registration Statement or, in the event a Resale
Registration Statement has been filed in accordance with Section 2(b) hereof,
all of the Registrable Shares have been disposed of in accordance with the
intended methods of disposition by the Holders as set forth in the Resale
Registration Statement or (b) the date on which the Registration Statement
ceases to be effective in accordance with the terms of this Section 2. Upon
five (5) business days' notice, the Company shall file any supplement or
post-effective amendment to the Resale Registration Statement with respect to
such Holder's interests in or plan of distribution of Registrable Shares that
is reasonably necessary to permit the sale of the Holder's Registrable Shares
pursuant to the Resale Registration Statement. The Company shall file any
necessary listing applications or amendments to the existing applications to
cause the Shares to be listed or quoted on the primary exchange or quotation
system on which the Common Stock is then listed or quoted.
(e) The Company shall promptly notify each Holder of, and confirm in
writing, any request by the SEC for amendments or supplements to a
Registration Statement or the prospectus related thereto or for additional
information. In addition, the Company shall promptly notify each Holder of,
and confirm in writing, the filing of a Registration Statement, any prospectus
supplement related thereto or any post-effective amendment to such
Registration Statement and the effectiveness of any post-effective amendment.
(f) The Company shall immediately notify each Holder at any time when
a prospectus relating to the Resale Registration Statement is required to be
delivered under the Securities Act, of the happening of any event as a result
of which the prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. In such event, the Company shall promptly prepare and
furnish to each Holder a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of Registrable Shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they are made, not
misleading.
(g) If requested by a Holder, the Company shall within a reasonable
time before filing a Resale Registration Statement or prospectus or amendments
or supplements thereto with the SEC furnish to counsel selected by the Holder
copies of such documents proposed to be filed.
(h) The Company shall during the period when the prospectus is
required to be delivered under the Securities Act timely file all documents
required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended.
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3. State Securities Laws. Subject to the conditions set forth in this
Agreement, the Company shall, promptly upon the filing of a Registration
Statement including Registrable Shares, file such documents as may be
necessary to register or qualify the Registrable Shares under the securities
or "Blue Sky" laws of such states as each Holder may reasonably request, and
the Company shall use its best efforts to cause such filings to become
effective; provided, however, that the Company shall not be obligated to
qualify as a foreign corporation to do business under the laws of any such
state in which it is not then qualified or to file any general consent to
service of process in any such state. Once effective, the Company shall use
its best efforts to keep such filings effective until the earlier of (a) in
the case of an Issuance Registration Statement, such time as all of the Common
Stock to be issued upon redemption or exchange for Units has been issued
pursuant to the Issuance Registration Statement, (b) in the case of a Resale
Registration Statement, such time as all of the Registrable Shares have been
disposed of in accordance with the intended methods of disposition by the
Holders as set forth in the Resale Registration Statement, (c) in the case of
a particular state, such Holder has notified the Company that it no longer
requires an effective filing in such state in accordance with its request for
filing or (d) the date on which a Registration Statement ceases to be
effective in accordance with the terms of Section 2 hereof. The Company shall
promptly notify each Holder of, and confirm in writing, the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Registrable Shares for sale under the securities or "Blue
Sky" laws of any jurisdiction or the initiation or threat of any proceeding
for such purpose.
4. Expenses. Except as otherwise set forth in this Section 4, the
Company shall bear all expenses incurred in connection with the registration
of the Registrable Shares pursuant to Section 2 and 3 of this Agreement. Such
expenses shall include, without limitation, all printing, legal and accounting
expenses incurred by the Company and all registration and filing fees imposed
by the SEC, any state securities commission or the New York Stock Exchange or,
if the Common Stock is not then listed on the New York Stock Exchange, the
principal national securities exchange or national market system on which the
Common Stock is then traded or quoted. The Holders shall be responsible for
any brokerage or underwriting commissions and taxes of any kind (including,
without limitation, transfer or stamp taxes) with respect to any disposition,
sale or transfer of Registrable Shares and for any legal, accounting and other
expenses incurred by the Holder.
5. Indemnification by the Company. The Company agrees to indemnify
each Holder and its officers, partners, employees, agents, representatives and
affiliates, and each person or entity, if any, that controls such Holder
within the meaning of the Securities Act, and each other person or entity, if
any, subject to liability because of his, her or its connection with such
Holder (an "Indemnitee"), against any and all losses, claims, damages,
actions, liabilities, costs and expenses (including without limitation
reasonable attorneys' fees, expenses and disbursements documented in writing),
joint or several, arising out of or based upon (i) any untrue or alleged
untrue statement of material fact contained in the Resale Registration
Statement or any prospectus contained therein, (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except insofar as and to the
extent that such statement or omission arose out of or was based upon
information regarding the Indemnitee or its plan of distribution which was
furnished to the Company by the Indemnitee expressly for use therein or (iii)
any violation by the Company of the Securities Act, any state
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securities act or "Blue Sky" laws or any sale or regulation thereunder in
connection with such registration, provided, however, that the Company shall
not be liable to any person in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon (i) an untrue statement or alleged
untrue statement or omission or alleged omission made in such registration
statement, any such preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement in reliance upon and in conformity with
information furnished to the Company by the Indemnitee expressly for use in
connection with the Resale Registration Statement or the prospectus contained
therein or (ii) such Indemnitee's failure to send or give a copy of the final
prospectus furnished to it by the Company at or prior to the time such action
is required by the Securities Act to the selling broker (if applicable) for
delivery to the person claiming an untrue statement or alleged untrue
statement or omission or alleged omission if such statement or omission was
corrected in such final prospectus. The provisions of this Section 6 shall
survive the expiration or prior termination of this Agreement.
6. Covenants of Holder. Each Holder hereby agrees (a) to cooperate
with the Company and to furnish to the Company, in a timely manner, all such
information in connection with the preparation of the Resale Registration
Statement with respect to such Holder's Registrable Shares and any filings
with any state securities commissions as the Company may reasonably request,
(b) to deliver to the selling broker (if applicable) or to otherwise cause
delivery of the prospectus contained in the Resale Registration Statement to
any purchaser of the Shares covered by the Resale Registration Statement from
such Holder and (c) the Initial Holder and each Holder, severally and not
jointly, agree to indemnify the Company, its officers, directors, employees,
agents, representatives and affiliates, and each person, if any, who controls
the Company within the meaning of the Securities Act, and each other person,
if any, subject to liability because of his connection with the Company,
against any and all losses, claims, damages, actions, liabilities, costs and
expenses arising out of or based upon (i) any untrue statement or alleged
untrue statement of material fact contained in either the Resale Registration
Statement or the prospectus contained therein, (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, if and to the extent that such
statement or omission arose out of or was based upon information regarding
such Holder or its plan of distribution which was furnished to the Company by
such Holder expressly for use therein, (iii) any violation by a Holder of the
Securities Act, any state securities act or "Blue Sky" laws or any sale or
regulation thereunder in connection with such registration or (iv) the failure
by such Holder to deliver to the selling broker (if applicable) or to
otherwise cause to be delivered the prospectus contained in the Resale
Registration Statement (as amended or supplemented, if applicable) furnished
by the Company to such Holder to any purchaser of the Shares covered by the
Resale Registration Statement from such Holder. Notwithstanding the foregoing,
in no event will a Holder have any obligation under this Section 6 for amounts
the Company pays in settlement of any such loss, claim, damage, liability or
action if such settlement is effected without the consent of such Holder
(which consent shall not be unreasonably withheld) and in no event shall the
liability of any Holder for indemnification under this Section 6 in its
capacity as a seller of Registrable Securities exceed the amount equal to the
proceeds to such Holder from the sale of securities by such Holder which gave
rise to the incurrence of such indemnification.
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7. Suspension of Registration Requirement.
(a) The Company shall promptly notify each Holder of, and confirm in
writing, the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or the initiation of any proceedings
for that purpose. The Company shall use its best efforts to prevent the
issuance of any stop order suspending the effectiveness of a Registration
Statement and if one is issued use its best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration Statement at the
earliest possible moment.
(b) Notwithstanding anything to the contrary set forth in this
Agreement, the Company's obligation under this Agreement to use its best
efforts to cause a Registration Statement and any filings with any state
securities commission to become effective or to amend or supplement a
Registration Statement shall be suspended, for one or more periods not to
exceed the period described in Section 9 below, in the event and during such
period as unforeseen circumstances exist (including, without limitation, (i)
an underwritten primary offering by the Company if the Company is advised by
the underwriters that the sale of shares under the Registration Statement
would have a material adverse effect on the primary offering or (ii) the
Company has been advised by legal counsel that pending negotiations relating
to, or consummation of, a transaction or the occurrence of an event that would
require additional disclosure of material information by the Company in a
Registration Statement or such filing, as to which the Company has a bona fide
business purpose for preserving confidentiality or which renders the Company
unable to comply with SEC requirements) (such unforeseen circumstances being
hereinafter referred to as a "Suspension Event") that would make it
impractical or inadvisable to cause a Registration Statement or such filings
to become effective or to amend or supplement a Registration Statement, but
such suspension shall continue only for so long as such event or its effect is
continuing and in no event will that suspension exceed 60 days. The Company
shall notify each Holder of the existence and, in the case of circumstances
referred to in clause (i) of this Section 7(b), of the nature of any
Suspension Event.
(c) Subject to the terms of Section 9 below, each Holder agrees, if
requested by the Company in a non-underwritten offering or requested by the
managing underwriter or underwriters in an underwritten offering (each, a
"Company Offering"), not to effect any public sale or distribution of any of
the securities of the Company of any class included in a Registration
Statement filed pursuant to Section 2 hereof during the 15-day period prior
to, and during the 90-day period following the date of effectiveness of the
relevant registration statement in connection with a Company Offering, to the
extent timely notified in writing by the Company or the managing underwriters
(an "Offering Blackout Period"); provided, however, that all directors and
officers of the Company and all 1% or greater stockholders of the Company
enter into contractual lock-up or similar agreements restricting the sale of
Common Stock owned by them for the same period. Such 90-day period shall be
extended by the number of days from and including the date of the giving of
any notice pursuant to Section 2(e) or (f) hereof to and including the date
when a Holder of Registrable Shares covered by such Registration Statement
shall have received the copies of the supplemented or amended prospectus
contemplated by Section 2(f) hereof. Notwithstanding the foregoing, this
Subsection 7(c) shall not prohibit sales of Shares by a Holder or in a private
resale not pursuant to a Resale Registration Statement or through a securities
exchange or market maker; provided, that the purchaser in any such private
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resale shall agree in writing to be subject to such restrictions for the
remaining portion of such period that would otherwise apply to the Holder.
8. Limitations on Suspension / Blackout Period. Notwithstanding
anything herein to the contrary, the Company covenants and agrees that (a) the
Company's rights to suspend its obligation under this Agreement to file, amend
or supplement a Registration Statement and maintain the effectiveness of any
Registration Statement during the pendency of any Suspension Event, (b) the
Holders' obligation to suspend public sales of Shares during one or more
Offering Blackout Periods and (c) the Holders' obligations to suspend sales of
Shares pursuant to a Registration Statement during the pendency of any
Suspension Event, shall not, in the aggregate, cause the Holders to be
required to suspend sales of Shares or relieve the Company of its obligation
to file, amend or supplement and maintain the effectiveness of a Registration
Statement for (i) longer than ninety (90) days during any twelve (12) month
period or (ii) in the event that directors, officers and 1% stockholders and
other persons with registration rights or other similar rights are not subject
to such Suspension Event or Blackout Period.
9. Additional Shares. The Company, at its option, may register, under
any registration statement and any filings with any state securities
commissions filed pursuant to this Agreement, any number of unissued shares of
Common Stock or any shares of Common Stock owned by any other shareholder or
shareholders of the Company; provided that in no event shall the inclusion of
such shares on a Registration Statement reduce the amount offered for the
account of the Holders on such Registration Statement.
10. Contribution. If the indemnification provided for in Sections 5
and 6 is unavailable to an indemnified party with respect to any losses,
claims, damages, actions, liabilities, costs or expenses referred to therein
or is insufficient to hold the indemnified party harmless as contemplated
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, actions, liabilities, costs
or expenses in such proportion as is appropriate to reflect the relative fault
of the Company, on the one hand, and the Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, actions, liabilities, costs or expenses as well as any other
relevant equitable considerations. The relative fault of the Company, on the
one hand, and of the Holder, on the other hand, shall be determined by
reference to, among other factors, whether the untrue or alleged untrue
statement of a material fact or omission to state a material fact relates to
information supplied by the Company or by the Holder and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission; provided, however, that in no event shall the
obligation of any indemnifying party to contribute under this Section 10
exceed the amount that such indemnifying party would have been obligated to
pay by way of indemnification if the indemnification provided for under
Section 5 or 6 hereof, as applicable, had been available under the
circumstances.
The Company and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 10 were determined by pro
rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately
preceding paragraph.
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No indemnified party guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent
misrepresentation.
In the event that the Company or a Holder receives a complaint, claim
or other notice of any liability or action giving rise to a claim for
indemnification under Section 5 or Section 6, as applicable, the person
claiming indemnification under such applicable section shall promptly notify
the person against whom such indemnification is sought of such complaint,
notice, claim action, and such indemnifying person shall have the right to
investigate and defend any such loss, claim, damage, liability or action;
provided however that failure of any party to deliver prompt notice shall not
preclude such party's right to indemnification or contribution under this
Agreement.
11. Compliance with Rule 144. The Company will use its best efforts
to file with the SEC such information as is required under the Exchange Act
for so long as there is a Holder of Registrable Shares; and in such event the
Company shall use its best efforts to take all action that is required as a
condition to the availability of Rule 144 under the Securities Act (or any
other comparable successor rules). The Company shall use its best efforts to
facilitate and expedite transfer of Registrable Shares pursuant to Rule 144
under the Securities Act, which efforts shall include timely notice to the
transfer agent to expedite such transfers of Registrable Shares.
12. Damages. The Company recognizes and agrees that each Holder of
Registrable Securities will not have an adequate remedy if the Company fails
to comply with the terms and provisions of this Agreement and that damages
will not be readily ascertainable, and the Company expressly agrees that, in
the event of such failure, it shall not oppose an application by any holder of
Registrable Securities or any other Person entitled to the benefits of this
Agreement requiring specific performance of any and all provisions hereof or
enjoining the Company from continuing to commit any such breach of this
Agreement.
13. No Inconsistent Agreements. The Company has not entered into, and
will not enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Securities in the Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's other issued and outstanding
securities under any such agreements.
14. No Other Obligation to Register. Except as otherwise expressly
provided in this Agreement, the Company shall have no obligation to the Holder
to register the Registrable Shares under the Securities Act.
15. Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented without the prior written consent of the
Company and the Holder.
16. Notices. Except as set forth below, all notices and other
communications provided for or permitted hereunder shall be in writing and
shall be deemed to have been duly given if delivered personally or sent by
telex or telecopier, registered or certified mail (return receipt requested),
postage prepaid or courier or overnight delivery service to the Company and to
the
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Holder at the respective addresses set forth below (or at such other
address for any party as shall be specified by like notice, provided that
notices of a change of address shall be effective only upon receipt thereof),
and further provided, that in case of directions to amend a Registration
Statement pursuant to Section 2(d) or Section 7(a), a Holder must confirm such
notice in writing by overnight express delivery with confirmation of receipt::
If to the Company: Reckson Associates Realty Corp.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxxx, Co-Chief
Executive Officer and
Xxxxx X. Xxxxxxx, General Counsel
With a copy to: Sidley Xxxxxx Xxxxx & Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: J. Xxxxxx Xxxxxxx, Esq.
If to the Initial
Holder: 1055 Stamford Associates Limited
Partnership
c/o Elder Associates
00 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxx and Xxxxxx X. Xxxxx
With a copy to: Xxxxxxx Procter LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx X. Xxxxxxx, Esq.
In addition to the manner of notice permitted above, notices given
pursuant to Sections 2, 7 and 8 hereof may be effected telephonically and
confirmed in writing thereafter in the manner described above.
17. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company. This
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of the Initial Holder, including, without limitation
and without the need for an express assignment, subsequent Holders; provided,
however, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Securities in violation of the
terms of the Contribution Agreement or charter of the Company. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities, such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof.
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18. Counterparts. This Agreement may be executed in one or more
counterparts each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
19. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed wholly within said State, without giving effect to
the conflict of law provisions thereof.
20. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and
of the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the
parties hereto shall be enforceable to the fullest extent permitted by law.
21. Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be the complete and
exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred
to herein, with respect to such subject matter. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first written above.
RECKSON ASSOCIATES REALTY CORP.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Co-Chief Executive Officer
INITIAL HOLDER:
1055 STAMFORD ASSOCIATES LIMITED PARTNERSHIP
By: 1055 Stamford Corporation, its general partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
