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Exhibit 10.72
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is entered into March 12,
1999, by and between Crescent Operating, Inc., a Delaware corporation
("Seller"), and Crescent Real Estate Equities Limited Partnership, a Delaware
limited partnership ("Purchaser").
RECITALS:
A. Seller is the owner of Fifty (50) shares of Voting Common Stock (the
"Voting Shares") of each of Crescent CS Holdings Corp., a Delaware corporation
("CS One"), and Crescent CS Holdings II Corp., a Delaware corporation ("CS
Two"). Purchaser is the owner of Nine Hundred Fifty (950) shares of Nonvoting
Common Stock (the "Nonvoting Shares") each of CS One and CS Two. CS One and CS
Two each is termed a "Company" and together are termed the "Companies". The
Voting Shares and the Nonvoting Shares comprise all of the outstanding capital
stock of the Companies.
B. Seller acquired the Voting Shares of both Companies from Purchaser
pursuant to that Purchase Agreement dated December 30, 1997 (the "1997 Purchase
Agreement").
C. CS One is the nonmanaging general partner of Vornado Crescent
Atlanta Partnership, a Delaware general partnership ("Atlanta Partnership"),
pursuant to that letter agreement dated October 30, 1997, between CS One and
Atlanta Parent, Inc. (the "Atlanta Partnership Agreement"); CS Two is the
nonmanaging general partner of Vornado Crescent Portland Partnership, a Delaware
general partnership ("Portland Partnership"), pursuant to that letter agreement
dated October 30, 1997, between CS Two and Portland Parent, Inc. (the "Portland
Partnership Agreement"); CS Two also is the sole stockholder of Crescent CSHS II
Corp., a Delaware corporation ("Subsidiary") and Subsidiary is the nonmanaging
general partner of Vornado Crescent Omaha Partnership (the "Omaha Partnership")
pursuant to that letter agreement dated May 28, 1998 (the "Omaha Partnership
Agreement"). The Atlanta Partnership, Portland Partnership and Omaha Partnership
each is termed a "Partnership" and together are termed the "Partnerships." The
Atlanta Partnership Agreement, the Portland Partnership Agreement and the Omaha
Partnership Agreement each is termed a "Partnership Agreement" and together are
termed the "Partnership Agreements." The managing general partners of each
Partnership are subsidiaries of Vornado Realty, L. P., Vornado Realty Trust
and/or Vornado Operating Company (collectively "Vornado"), which are public
companies that file registration statements, periodic reports and proxy
statements (the "Vornado SEC Documents") with the Securities and Exchange
Commission under the Securities Act of 1933 and the Securities Exchange Act of
1934.
D. The Portland Partnership owns all of the capital stock of Americold
Corporation, an Oregon corporation ("Americold"); the Atlanta Partnership owns
all of the capital stock of URS Logistics, Inc., a Delaware corporation ("URS");
and the Omaha Partnership owns all of the assets formerly owned by Freezer
Services, Inc. ("Freezer Services") and Carmar Group, Inc., a Missouri
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corporation ("Carmar"). Americold and URS were acquired by merger pursuant to,
respectively, that Agreement and Plan of Merger dated as of September 26, 1997,
among Vornado Realty Trust, Portland Parent, Inc., Portland Storage Acquisition
Co. and Americold Corporation (the "Americold Merger Agreement") and that
Agreement and Plan of Merger dated as of September 26, 1997, among Vornado
Realty Trust, Atlanta Parent, Inc., Atlanta Storage Acquisition Co. and URS
Logistics, Inc. (the "URS Merger Agreement"). The Americold Merger Agreement and
the URS Merger Agreement are collectively termed the "Merger Agreements."
E. Seller desires to exchange Forty (40) of the Voting Shares of CS One
and Forty (40) of the Voting Shares of CS Two for an equivalent number of shares
of Nonvoting Common Stock of, respectively, CS One and CS Two and to sell to
Purchaser the Forty (40) shares of Nonvoting Common Stock of CS One and Forty
(40) shares of Nonvoting Common Stock of CS Two resulting from such exchange;
and Purchaser desires to purchase from Seller all of the Nonvoting Shares so
offered (the "Offered Shares") on the terms and subject to the conditions set
forth in this Agreement.
F. Simultaneously herewith, Seller and Purchaser have entered into that
Put Agreement (the "Put Agreement") whereby Seller has the right at any time or
times subsequent to the date of this Agreement and prior to the second
anniversary of this Agreement, to require Purchaser, subject to certain
conditions set forth in the Put Agreement, to purchase the Voting Shares of CS
One and/or CS Two on the terms set forth in the Put Agreement.
G. Purchaser and Seller are entering into this Agreement and the Put
Agreement in connection with the anticipated restructuring (the "Restructuring")
of the refrigerated warehouse businesses conducted by the Partnerships; the
agreements, now or hereafter executed, pursuant to which the Restructuring would
be accomplished are collectively referred to as the "Restructuring Agreement."
NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements set forth herein, the
execution and delivery by Purchaser of the Put Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the conditions set forth herein, the parties hereto
agree as follows:
ARTICLE I
SALE AND TRANSFER OF THE OFFERED SHARES;
AGREEMENTS REGARDING VOTING AND RECAPITALIZATION
SECTION 1.1 SALE OF OFFERED SHARES. On the terms and subject to the
conditions of this Agreement and in reliance on the respective representations,
warranties and covenants contained in this Agreement, Seller hereby sells,
assigns, conveys, transfers and delivers to Purchaser, and Purchaser hereby
purchases from Seller, all of the Offered Shares for the sum of $13,200,000 cash
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(the "Purchase Price"). Purchaser and Seller agree that 24.4% ($3,220,800) of
the Purchase Price is attributable to purchase of the Offered Shares of CS One
and 75.6% ($9,979,200) of the Purchase Price is attributable to purchase of the
Offered Shares of CS Two.
SECTION 1.2 CLOSING DELIVERIES. Concurrently with the execution of this
Agreement and against delivery of stock certificates representing the Offered
Shares, Purchaser has delivered the full amount of the Purchase Price in good
funds to an account designated by Seller. Subject only to Section 1.4 of this
Agreement, Seller shall deliver to Purchaser as promptly as practicable a stock
certificate representing 40 shares of Nonvoting Common Stock of CS One and a
stock certificate representing 40 shares of Nonvoting Common Stock of CS Two,
each registered in the name of Seller, duly endorsed to Purchaser.
SECTION 1.3 [INTENTIONALLY OMITTED]
SECTION 1.4 RECAPITALIZATION. Seller and Purchaser recognize,
acknowledge and agree that, as of the date of this Agreement, Seller cannot
deliver the Offered Shares to Purchaser because Seller does not own any
Nonvoting Common Stock of either Company. As recited above, however, Purchaser
does own 50 shares of Voting Common Stock of each Company and desires to
exchange 40 of the Voting Common Stock shares of each Company for 40 shares of
Nonvoting Common Stock of such Company; upon completion of that exchange, Seller
shall own 40 shares of Nonvoting Common Stock of each Company which Seller can
deliver to Purchaser and which Seller agrees to deliver to Purchaser as
contemplated by Section 1.2 of this Agreement. Seller's obligation to deliver
the Offered Shares to Purchaser is conditioned upon amendment of the Certificate
of Incorporation of each Company to increase the authorized Nonvoting Common
Stock of such Company and to effect an exchange of each outstanding Voting Share
of each Company into 4/5 of a share of Nonvoting Common Stock and 1/5 of a share
of Voting Common Stock of that Company. As the sole holder of Voting Shares of
each Company, Seller agrees to take all steps necessary to cause the board of
directors of each Company to adopt an amendment to the charter of such Company
which, upon due filing with the Delaware Secretary of State, shall effect the
aforementioned exchange; and as the sole stockholders of each Company, Seller
and Purchaser mutually agree that, voting together as a single class and voting
separately as different classes, they shall execute a written consent in favor
of each such amendment. The foregoing charter amendments and exchange of stock
is called the "Recapitalization." Where the context requires in this Agreement,
the term "Voting Shares" of a Company shall mean, prior to the Recapitalization,
the 50 shares of Voting Common Stock of that Company outstanding and,
immediately subsequent to the Recapitalization, the ten shares of Voting Common
Stock of that Company outstanding; and the term "Nonvoting Shares" of a Company
shall mean, prior to the Recapitalization, the 950 shares of Nonvoting Common
Stock of that Company outstanding and, immediately subsequent to the
Recapitalization, the 990 shares of Nonvoting Common Stock of that Company
outstanding.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
To induce Purchaser to enter into this Agreement and to consummate the
transactions contemplated hereby, Seller -- subject to the assumptions,
qualifications and conditions set forth in Section 3.8 of this Agreement --
represents and warrants to Purchaser as follows:
SECTION 2.1 ORGANIZATION, QUALIFICATION AND CORPORATE POWER. Each of
the Companies is a corporation and each of the Partnerships is a general
partnership, each duly organized, validly existing and in good standing under
the laws of the state of its organization, and each of the Companies has, and to
Seller's knowledge each of the Partnerships has, all powers and all material
governmental licenses, authorizations, licenses, permits, consents and approvals
required to carry on the business in which it is engaged and to own and use the
properties owned and used by it. Since the 1997 Purchase Agreement, neither the
Certificate of Incorporation nor the Bylaws of either Company has been amended,
nor has the Atlanta Partnership Agreement nor the Portland Partnership Agreement
been amended. Seller has delivered to Purchaser a true and complete copy of the
Omaha Partnership Agreement, as in effect as of the date of this Agreement. Each
of the Companies and Subsidiary is and to the knowledge of Seller each of the
Partnerships is duly qualified to do business as a foreign company and is in
good standing in each jurisdiction where the character of the property owned or
leased by it, the employment of its employees or the nature of its activities
makes such qualification necessary.
SECTION 2.2 AUTHORIZATION. The execution, delivery and performance by
the Seller of this Agreement and the agreements, instruments and documents
contemplated hereby which are to be executed by the Seller, and the consummation
by the Seller of the transactions contemplated hereby and thereby are within the
powers of the Seller and have been duly authorized by all necessary corporate
actions of Seller. This Agreement and the agreements, instruments and documents
contemplated hereby which are to be executed by the Seller have been duly
executed and delivered by the Seller and constitute or, upon execution and
delivery by the Seller will constitute, valid and binding agreements of the
Seller enforceable against the Seller, in each case, in accordance with their
respective terms, except as such enforcement may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors' rights,
generally or by general principles of equity.
SECTION 2.3 GOVERNMENTAL AUTHORIZATION. To the knowledge of Seller,
none of the execution and delivery by Seller of this Agreement or the
agreements, instruments and documents contemplated hereby, the performance by
Seller of its obligations hereunder and thereunder or the consummation by Seller
of the transactions contemplated hereunder and thereunder requires any filing by
Seller with any governmental body, agency, official or authority, unless the
failure to make any such filing would not have a material adverse effect on the
Company; provided, that Seller disclaims any representation regarding the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act.
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SECTION 2.4 NON-CONTRAVENTION. To Seller's knowledge and based in part
upon the representation of Seller set forth in Section 3.8 of this Agreement,
but subject to due consummation of the Recapitalization, neither the execution,
delivery nor performance by Seller of this Agreement or the agreements,
instruments and documents contemplated hereby, does or will:
(a) violate or breach the certificate of incorporation or bylaws
of Seller;
(b) constitute a violation of any provision of any law, regulation,
judgment, injunction, order, decree, governmental permit or license or statute
to which Seller, either Company or either Partnership is a party or by which
Seller, either Company, Subsidiary or either Partnership is bound; provided,
that Seller disclaims any representation regarding the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act;
(c) violate, materially breach, be in conflict with or constitute a
default (or an event that, with notice or lapse of time or both, would
constitute a default) under any material note, bond, indenture, mortgage, deed
of trust, lease, franchise, permit, authorization, license, contract, instrument
or other agreement or commitment to which either Company, Subsidiary or either
Partnership is a party or by which Seller, Subsidiary, either Company or either
Partnership or any of their respective assets or properties is bound or
encumbered;
(d) result in a contractual right to cause the termination or
cancellation of or loss of a material benefit under, or the right to accelerate
any obligations pursuant to, any material note, bond, indenture, mortgage, deed
of trust, lease, franchise, permit, authorization, license, contract, instrument
or other agreement or commitment to which either Company, Subsidiary or either
Partnership is a party or which is binding upon either Company, Subsidiary or
either Partnership or any material license, franchise, permit or other similar
authorization held by either Company, Subsidiary or either Partnership; or
(e) result in the creation or imposition of any mortgage, lien, pledge,
charge, security interest, claim, option, or encumbrance of any kind ("Lien")
upon any properties, assets or business of either Company, Subsidiary or either
Partnership.
SECTION 2.5 TITLE. The Voting Shares constitute all of the outstanding
shares of the Voting Common Stock of the Companies, and the Nonvoting Shares
constitute all of the outstanding shares of the Nonvoting Common Stock of the
Companies, issued and outstanding as of the date of this Agreement. Upon
consummation of the Recapitalization, the Offered Shares shall constitute
approximately 4.04% of the outstanding Nonvoting Shares of the Companies and
shall constitute 4% of the outstanding shares of Common Stock of the Companies.
The Voting Shares are (and immediately following the Recapitalization shall be)
owned (of record and beneficially) by Seller, free and clear of all Liens other
than the buy-sell agreements set forth in Paragraph 8 of the Portland and
Atlanta Partnership Agreements and other than the pledge and security interest
to Purchaser referenced in Section 3.8 of this Agreement. The Voting Shares and
the Nonvoting Shares comprise all of the authorized capital stock of the
Companies; and neither Company, nor to Seller's knowledge
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any Partnership, has any outstanding or authorized subscriptions, options,
warrants, rights, commitments or any other arrangements, preemptive or
contractual, obligating it to issue any securities or obligations to any person.
Upon consummation of the transactions contemplated by this Agreement (including
the Recapitalization) and the agreements, instruments and documents contemplated
hereby and in reliance upon the representation of Seller set forth in Section
3.8 of this Agreement, Purchaser will acquire good and marketable title to all
of the Offered Shares free and clear of any Liens other than the buy-sell
agreements set forth in Paragraph 8 of the Portland and Atlanta Partnership
Agreements. The Voting Shares and the Nonvoting Shares of each Company
outstanding as of the date of this Agreement have been duly authorized and are
validly issued; and the Voting Shares and the Nonvoting Shares of each Company
outstanding upon completion of the Recapitalization shall be duly authorized and
validly issued.
SECTION 2.6 SUBSIDIARIES AND JOINT VENTURES. Except for its general
partner's interests in the Portland and Atlanta Partnerships and Subsidiary and
its general partner's interest in the Omaha Partnership, neither Company owns
any equity interest in any entity, is a party to any partnership (limited or
general), joint venture or similar agreement or is obligated to purchase any
equity interest in or any interest convertible into or exchangeable for an
equity interest in any entity or to enter into any such agreement. CS One and
Atlanta Parent, Inc. are the sole general partners of the Atlanta Partnership;
CS Two and Portland Parent are the sole general partners of the Portland
Partnership; and Subsidiary and Vornado Omaha Holdings, Inc. are the sole
general partners of Omaha Partnership. CS One owns a 40% partnership interest in
the ownership, capital and financial interest of the Atlanta Partnership as set
forth in the Atlanta Partnership Agreement; CS Two owns a 40% partnership
interest in the ownership, capital and financial interest of the Portland
Partnership as set forth in the Portland Partnership Agreement; and Subsidiary
owns a 40% partnership interest in the ownership, capital and financial interest
of the Omaha Partnership as set forth in the Omaha Partnership Agreement.
Neither Company nor Subsidiary has any funding obligation or other obligation
with respect to either Partnership except as set forth in the Partnership
Agreements or the Restructuring Agreement. Seller has not taken or caused
Subsidiary to take any action that would trigger the right of the other partners
in the Partnerships to exercise buy-sell rights under Paragraph 8 of the
Partnership Agreements.
SECTION 2.7 FINANCIAL INFORMATION. Purchaser has received from Seller
copies of all financial statements of each Partnership which Seller has received
from the managing general partner of such Partnership ("Financial Statements").
Seller makes no representation regarding the accuracy or completeness of such
financial statements but does represent that Seller has no knowledge that any of
those financial statements is materially inaccurate or incomplete.
SECTION 2.8 [INTENTIONALLY OMITTED]
SECTION 2.9 BUSINESS ACTIVITY. Neither Company is engaged or has
engaged in any business activities other than ownership and management of a
general partner's interest in the Partnerships and ownership and management of
Subsidiary. To Seller's knowledge, the Partnerships
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are only engaging in ownership and management of a 100% stock ownership of
Americold, URS, Freezer Services and Carmar (the "Operating Companies").
SECTION 2.10 ABSENCE OF CERTAIN CHANGES. The Companies, and to Seller's
knowledge the Partnerships, have conducted their respective businesses in the
ordinary course, except as disclosed in the Financial Statements and the
Restructuring Agreement, and except for the acquisition and financing of the
Operating Companies, the refinancing of indebtedness in 1998, the Restructuring
Agreement, and as contemplated by this Agreement (including the
Recapitalization), there has not been:
(a) any loan to or other transaction (excluding transactions related to
the performance of services as an officer, manager or employee) outside the
ordinary course of business with any officer, manager, employee or shareholder
of either Company, Subsidiary or Partnership;
(b) any damage, destruction or other property or casualty loss (whether
or not covered by insurance) materially adversely affecting the business,
assets, liabilities, earnings or prospects of either Company, Subsidiary or
Partnership;
(c) any incurrence of indebtedness for borrowed money or capitalized
lease obligations of either Company, Subsidiary or Partnership, except financing
indebtedness incurred in connection with the consummation of the Merger
Agreements, formation of the Partnerships, acquisition of the Operating
Companies and the 1998 refinancing of indebtedness;
(d) any sale, assignment, transfer or other disposition of any tangible
or intangible asset material to the business of either Company, Subsidiary or
Partnership other than in the ordinary course of business;
(e) any amendment, termination or waiver by either Company, Subsidiary
or Partnership of any right of substantial value under any material note, bond,
indenture, mortgage, deed of trust, lease, franchise, permit, authorization,
license, or other commitment or any material license, franchise, permit or other
similar authorization held by either Company, Subsidiary or Partnership;
(f) any material reduction in the amounts of coverage provided by
existing casualty and liability insurance policies with respect to the business
or properties of either Company, Subsidiary or Partnership;
(g) any adoption of or amendment to or alteration of any bonus,
incentive, compensation, severance, stock option, stock appreciation right,
pension, matching gift, profit-sharing, employee stock ownership, retirement,
pension, group insurance, death benefit, or other fringe benefit plan in which
the employees, officers or managers of either Company, Subsidiary or Partnership
participate;
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(h) the entering into of any agreement by either Company, Subsidiary or
Partnership or any person on behalf of the Company, Subsidiary or the
Partnership to take any of the foregoing actions.
SECTION 2.11 NO UNDISCLOSED LIABILITIES. To Seller's knowledge neither
Company nor Subsidiary nor to Seller's knowledge neither Partnership has
incurred any material liability or material obligations except (i) as disclosed
in the Financial Statements, or (ii) as contemplated by the Restructuring
Agreement. The term "liabilities" shall include, without limitation, any
indebtedness, guarantee, endorsement, claim, loss, damage, deficiency, cost,
expense, obligation or responsibility of any nature whatsoever, whether or not
accrued, absolute or contingent, liquidated or unliquidated, secured or
unsecured.
SECTION 2.12 LITIGATION. Neither Company nor Subsidiary nor to Seller's
knowledge neither Partnership is (a) subject to any judgment or order (other
than orders of general applicability) of any court or quasi-judicial or
administrative agency of any jurisdiction, domestic or foreign, or where there
is any charge, complaint, lawsuit or governmental investigation pending or
threatened in writing against either Company, Subsidiary or Partnership, which
has or if adversely determined would have a material adverse effect on that
Company, Subsidiary or that Partnership, or (b) a plaintiff in any action,
domestic or foreign, judicial or administrative in which a counterclaim against
either Company, Subsidiary or Partnership is pending, which counterclaim, if
adversely determined, would have a material adverse effect on that Company,
Subsidiary or that Partnership.
SECTION 2.13 TAX RETURNS AND AUDITS. To Seller's knowledge, neither
Company nor Subsidiary nor Partnership has failed to file any federal, state or
local income, franchise, sales and use, value added, property, employment,
excise, informational or any other tax return required to be filed prior to the
date of this Agreement or to pay any tax liability reported therein. Neither
Company is a United States real property holding corporation as defined in
Section 897 of the Internal Revenue Code of 1986, as amended (the "Code").
SECTION 2.14 MATERIAL AGREEMENTS.
(a) Neither Company (in its individual capacity, not in its capacity as
a partner of a Partnership) nor to Seller's knowledge neither Partnership is
bound by any contracts, agreements, leases, and instruments which are material
to the operations, assets or business of either Company, Subsidiary or either
Partnership (the "Material Agreements") except in connection with or as
contemplated in this Agreement, the Restructuring Agreement or as disclosed in
the Vornado SEC Documents.
(b) To Seller's knowledge, neither Company, Subsidiary nor Partnership
nor any other party is in default of a material term under any Material
Agreement and no event has occurred which (after notice or lapse of time or
both) would become a material breach or default under, or would permit the
modification, cancellation or termination of or the acceleration of any
obligation under any Material Agreement which are material to the business of
either Company, Subsidiary or
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Partnership or result in the creation of any Lien upon, or any person obtaining
any right to acquire, any material portion of any properties, assets or rights
of either Company or Partnership; provided, however, that the Seller shall not
be considered in breach of this subparagraph if any such breaches and defaults,
taken together, do not have a material adverse effect.
(c) To Seller's knowledge, each such Material Agreement is in full
force and effect and is valid and legally binding and there are no material
unresolved disputes involving or with respect to any such Material Agreement,
and no party to a Material Agreement has advised either Company or Partnership
that it intends either to terminate a Material Agreement or to refuse to renew a
Material Agreement upon the expiration of the term thereof.
SECTION 2.15 PROPERTIES. To Seller's knowledge, no item of tangible
property, whether real, personal or mixed, reflected on its books and records as
owned or used by either Company, Subsidiary or Partnership has become subject to
Liens or encumbrances of any nature except financing debt incurred in connection
with the consummation of the transactions under the Merger Agreements, formation
of the Partnerships, the acquisitions of Freezer Services and Carmar, or
financing in the ordinary course of business.
SECTION 2.16 GUARANTEES. To Seller's knowledge, neither Company nor
Partnership is a guarantor or otherwise liable for any indebtedness (singly or
in the aggregate involving more than $50,000) of any other person, firm or
corporation.
SECTION 2.17 POWERS OF ATTORNEY. There are no outstanding powers of
attorney or similar instruments executed by Seller with respect to the Company,
Subsidiary or the Partnership.
SECTION 2.18 [INTENTIONALLY OMITTED]
SECTION 2.19 NO PROCEEDINGS. No legal action or governmental proceeding
or investigation has been filed or instituted or, to the knowledge of Seller,
threatened against Seller or either Company, Subsidiary or Partnership that
would adversely affect or prevent the consummation of the transactions
contemplated by this Agreement or the agreements, instruments or documents
contemplated hereby, nor has Seller, either Company, Subsidiary or either
Partnership become subject to any outstanding order of any court or governmental
authority that could adversely affect or prevent the consummation of the
transactions contemplated by this Agreement or the agreements, instruments or
documents contemplated hereby.
SECTION 2.20 ASSUMPTIONS, QUALIFICATIONS AND CONDITIONS TO
REPRESENTATIONS. The foregoing representations and warranties are completely
qualified and limited as follows, in addition to other qualifications and
limitations in this Agreement:
(A) Seller and Purchaser acknowledge that management of each
Partnership is vested in the other general partner in the Partnership and not
the Companies or Subsidiary and, consequently, there may exist liabilities,
litigation, agreements, indebtedness, compensation arrangements, etc.
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incurred or entered into by that Partnership but without the knowledge of the
Company or Subsidiary that is a partner therein; therefore all representations
made "to Seller's knowledge" with respect to the Partnerships only mean that
Seller, without inquiry, has no actual knowledge that such statements are not
true; and therefore also all representations made with respect to the Companies
and Subsidiary are made with respect to such entities in their individual
capacities and not in their capacities as partners in any Partnership (for
example, litigation of a material nature pending against a Partnership shall not
be imputed to a Company or Subsidiary as litigation against that Company or
Subsidiary on the ground that, as a general partner, the Company or Subsidiary
may be generally liable like the Partnership with respect to such matter);
(B) In the 1997 Purchase Agreement, Purchaser (then seller of the
Voting Shares) made certain representations and warranties to Seller (then
purchaser of the Voting Shares) regarding the Companies, the Partnerships and
other matters (such representations and warranties are called the "Purchaser's
Prior Representations"); notwithstanding that the 1997 Purchase Agreement
provides that the Purchaser's Prior Representations survived for a period of one
year following the date of the 1997 Purchase Agreement, all of the
representations and warranties made in this Agreement by Seller are made in
reliance upon the accuracy and completeness of Purchaser's Prior
Representations; and
(C) Purchaser acknowledges access to the Vornado SEC Documents and all
representations made herein by Seller are qualified by reference to information
disclosed in the Vornado SEC Documents concerning the Partnerships and the
Operating Companies; and the disclosures made herein by Seller shall be deemed
modified to the extent that information in the Vornado SEC Documents is
different from or more complete than the disclosures made herein, but no
representation is made by Seller regarding the accuracy or completeness of any
information contained in the Vornado SEC Documents and Purchaser is not relying
upon Seller in any way in connection with the information contained in the
Vornado SEC Documents.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
To induce Seller to enter into this Agreement and to consummate the
transactions contemplated hereby, Purchaser represents and warrants as follows:
SECTION 3.1 CORPORATE EXISTENCE AND GOOD STANDING. Purchaser is a
limited partnership duly organized, validly existing and in good standing under
the laws of the state of Delaware.
SECTION 3.2 AUTHORIZATION. The execution, delivery and performance by
Purchaser of this Agreement and the agreements, instruments and documents
contemplated hereby which are to be executed by Purchaser, and the consummation
by Purchaser of the transactions contemplated hereby and thereby are within the
powers of Purchaser and have been duly authorized by all necessary actions of
Purchaser and its sole general partner. This Agreement and the agreements,
instruments and documents contemplated hereby which are to be executed by
Purchaser have been duly executed
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and delivered by Purchaser and constitute, or upon execution and delivery by
Purchaser will constitute, valid and binding agreements of Purchaser enforceable
against Purchaser in each case in accordance with their respective terms, except
as such enforcement may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors' rights generally or by general
principles of equity.
SECTION 3.3 GOVERNMENTAL AUTHORIZATION. None of the execution and
delivery by Purchaser of this Agreement or the agreements, instruments and
documents contemplated hereby, performance by Purchaser of its obligations
hereunder and thereunder or the consummation by Purchaser of the transactions
contemplated hereunder or thereunder requires any filing by Purchaser with any
governmental body, agency, official or authority.
SECTION 3.4 NON-CONTRAVENTION. Neither the execution, delivery nor
performance by Purchaser of this Agreement and the agreements, instruments or
documents contemplated does or will:
(a) contravene or conflict with the limited partnership agreement of
Purchaser or any other agreement, contract or obligation by which Purchaser is
bound or to which Purchaser is a party; or
(b) contravene or conflict with or constitute a violation of any
provision of any law, regulation, judgment, injunction, order or decree,
governmental permit or license or statute to which Purchaser is a party or by
which Purchaser is bound.
SECTION 3.5 NO PROCEEDINGS. There is no legal action or governmental
proceeding or investigation pending or, to the knowledge of Purchaser,
threatened against Purchaser that would adversely affect or prevent the
consummation of the transactions contemplated by this Agreement and the
agreements, instruments and documents contemplated hereby, nor is Purchaser
subject to any outstanding order of any court or governmental authority that
could adversely affect or prevent the consummation of the transactions
contemplated by this Agreement and the agreements, instruments and documents
contemplated hereby.
SECTION 3.6 SECURITIES REPRESENTATIONS. Purchaser is an existing
stockholder of the Companies and is purchasing the Offered Shares for its own
account, and not with a view to, or in connection with, any resale, disposition
or distribution of any of the Offered Shares not in compliance with the
Securities Act of 1933 and state securities laws. Except as provided by the
representations of Seller contained in this Agreement, Purchaser is not looking
to or relying upon the Seller to inform it about the Companies or the
Partnerships, their businesses, operations, conditions or prospects. Purchaser
has had access to all information with respect to the Companies, Subsidiary, the
Partnerships and the Offered Shares that it deems necessary to make a complete
evaluation thereof and on which to base its decision to purchase the Voting
Shares; and in that connection, Purchaser acknowledges that at all times since
the formation of the Companies it has owned a majority equity interest in the
Companies and as sole voting stockholder of the Companies from their formation
until the 1997 Purchase Agreement, it caused the Companies to enter into the
Portland and
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Atlanta Partnerships and that at all times thereafter it has owned a majority
equity interest in the Companies.
SECTION 3.7 RECEIPT OF DOCUMENTS. Purchaser has received from Seller
the financial projections referenced in Section 2.7 and the documents referenced
in Section 2.1 and the documents referenced in Paragraphs B and C of the
Recitals at the beginning of this Agreement.
SECTION 3.8 RELEASE OF PLEDGE. The Voting Shares are pledged to
Purchaser pursuant to that Amended and Restated Pledge Agreement dated June 16,
1997, as amended by that First Amendment dated September 21, 1998, which
prohibits Seller from selling or otherwise disposing of the Voting Shares
without the pledgee's prior written consent. Purchaser has consented and hereby
does consent to the surrender of Voting Shares pursuant to the Recapitalization
and Purchaser has consented and hereby does consent to the sale of the Offered
Shares pursuant to this Agreement, free and clear of the pledge and security
interest created by that agreement. Seller agrees that the pledge shall continue
with respect to the shares of Voting Common Stock received by Seller pursuant to
the Recapitalization,
ARTICLE IV
ADDITIONAL AGREEMENTS OF THE PARTIES
SECTION 4.1 TAX COOPERATION. Purchaser and Seller shall cooperate in
the preparation, execution and filing of all returns, questionnaires,
applications or other documents regarding any gains, sales, use, transfer or
value added, stock transfer and stamp taxes, any transfer, recording,
registration and other fees, and any similar taxes or fees which become payable
in connection with the transactions contemplated by this Agreement that are
required or permitted to be filed at any time before or after the date of this
Agreement.
ARTICLE V
INDEMNIFICATION
SECTION 5.1 INDEMNIFICATION. Until the first anniversary date of this
Agreement, each party (the "Indemnifying Party") hereto agrees to indemnify and
hold harmless the other party hereto and its directors, partners, officers,
shareholders, employees, agents, and controlling persons (the "Indemnified
Parties"), against and in respect of any and all actions, suits, proceedings,
claims, demands, assessments, judgments, fines, costs, expenses (including
reasonable attorneys' fees), damages, losses, liabilities, obligations and
causes of action (a) arising from any inaccuracy, misrepresentation or breach of
any of the representations, warranties or covenants made by the Indemnifying
Party in this Agreement; and (b) arising out of, resulting from or incident to
any of the foregoing or the enforcement by any such means of a valid right of
indemnity pursuant hereto.
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This indemnity shall not preclude or limit the assertion by either
party hereto or Indemnified Party of any other rights or the seeking of any
other remedies against the other party hereto or any Indemnifying Party.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 FURTHER ASSURANCES. Each party agrees to cooperate fully
with the other parties and to execute such further instruments, documents and
agreements and to give such further written assurances as may be reasonably
requested by any other party to better evidence and reflect the transactions
described herein and contemplated hereby and to carry into effect the intents
and purposes of this Agreement.
SECTION 6.2 FEES AND EXPENSES. Each party will bear one-half of the
fees and expenses, including, without limitation, counsel fees and fees incurred
by the parties in connection with the preparation, negotiation, execution and
delivery of this Agreement and the Put Agreement and the transactions
contemplated hereby and thereby.
SECTION 6.3 NOTICES. All notices, demands, requests or other
communications that may be or are required to be given, served or sent by either
party to the other party pursuant to this Agreement will be in writing and will
be mailed by first-class, registered or certified mail, return receipt
requested, postage prepaid, or transmitted by hand delivery, telegram or
facsimile transmission addressed as follows:
(a) If to Purchaser: Crescent Operating, Inc.
000 X. 0xx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Facsimile Transmission No.: (000) 000 0000
(b) If to Seller: Crescent Real Estate Equities Limited Partnership
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Facsimile Transmission No.: (000) 000 0000
Either party may designate by written notice a new address to which any notice,
demand, request or communication may thereafter be given, served or sent. Each
notice, demand, request or communication that is mailed, delivered or
transmitted in the manner described above will be deemed sufficiently given,
served, sent and received for all purposes at such time as it is delivered to
the addressee with the return receipt, the delivery receipt, the affidavit of
messenger or (with respect to a facsimile transmission) the answer back being
deemed conclusive evidence of such delivery or at such time as delivery is
refused by the addressee upon presentation.
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SECTION 6.4 APPLICABLE LAW. THIS AGREEMENT AND THE AGREEMENTS,
INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUSIVE OF CONFLICTS OF LAW
PRINCIPLES) AND WILL, TO THE MAXIMUM EXTENT PRACTICABLE, BE DEEMED TO CALL FOR
PERFORMANCE IN TARRANT COUNTY, TEXAS. COURTS WITHIN THE STATE OF TEXAS WILL HAVE
JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WHETHER IN
LAW OR EQUITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE AGREEMENTS,
INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY. THE PARTIES CONSENT TO AND AGREE
TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. VENUE IN ANY SUCH DISPUTE, WHETHER
IN FEDERAL OR STATE COURT, WILL BE LAID IN TARRANT COUNTY, TEXAS. EACH OF THE
PARTIES HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND SUCH
PARTY'S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (III)
ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.
SECTION 6.5 BINDING UPON SUCCESSORS AND ASSIGNS. This Agreement and the
provisions hereof shall be binding upon each of the parties, their permitted
successors and assigns. This Agreement may not be assigned by any party without
the prior consent of the other; provided, however, that Purchaser may assign all
or any portion of its rights and delegate all or any portion of its obligations
under this Agreement to any subsidiary of Purchaser; provided that Purchaser
will remain jointly and severally liable for the performance of Purchaser's
obligations hereunder.
SECTION 6.6 SEVERABILITY. If any provision of this Agreement, or the
application thereof, shall for any reason or to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances shall continue in full force and effect and in
no way be affected, impaired or invalidated.
SECTION 6.7 ENTIRE AGREEMENT. This Agreement, together with the
agreements, instruments and documents contemplated hereby constitute the entire
understanding and agreement of the parties with respect to the subject matter
hereof and thereof and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral,
between parties with respect to such subject matter.
SECTION 6.8 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations, warranties and covenants contained in this Agreement shall
survive the consummation of the transactions contemplated hereby until the first
anniversary date of this Agreement.
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SECTION 6.9 AMENDMENT AND WAIVERS. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and signed by
the parties hereto. No waiver by any part of any default, misrepresentation or
breach of warranty or covenant hereunder, whether intentional or not, shall not
be deemed to extend to any prior or subsequent default, misrepresentation or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.
SECTION 6.10 NO WAIVER. The failure of any party to enforce any of the
provisions hereof shall not be construed to be a waiver of the right of such
party thereafter to enforce such provisions.
SECTION 6.11 CONSTRUCTION OF AGREEMENT. A reference to an Article,
Section or an Exhibit shall mean an Article of, a Section in, or Exhibit to,
this Agreement unless otherwise explicitly set forth. The titles and headings
herein are for reference purposes only and shall not in any manner limit the
construction of this Agreement which shall be considered as a whole. The words
"include," "includes" and "including" when used herein shall be deemed in each
case to be followed by the words "without limitation."
SECTION 6.12 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all the parties reflected hereon as signatories.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
PURCHASER:
CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP
By: Crescent Real Estate Equities,
Ltd., its sole general partner
By:
----------------------------------
Its:
--------------------------------
SELLER:
CRESCENT OPERATING, INC.
By:
----------------------------------
Its:
--------------------------------
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PUT AGREEMENT
This Put Agreement is entered into as of March 12, 1999, by and between
Crescent Real Estate Equities Limited Partnership, a Delaware limited
partnership ("Crescent"), and Crescent Operating, Inc., a Delaware corporation
("COI").
RECITALS
WHEREAS, contemporaneously herewith Crescent and COI are entering into
that certain Purchase Agreement (the "Purchase Agreement") pursuant to which COI
is selling to Crescent forty (40) shares of the Nonvoting Common Stock of
Crescent CS Holdings Corp., a Delaware corporation ("CS Holdings"), and forty
(40) shares of the Nonvoting common stock of Crescent CS Holdings II Corp., a
Delaware corporation ("CS Holdings II"); and
WHEREAS, following consummation of such transaction, COI's holdings in
CS Holdings and CS Holdings II will consist of ten shares of the Voting Common
Stock of CS Holdings and ten shares of the Voting Common Stock of CS Holdings
II; and
WHEREAS, the parties have agreed that, subject to certain terms and
conditions, COI shall have the right to sell to Crescent, and Crescent shall be
required to purchase, the Subject Securities (as defined below); and
WHEREAS, Crescent and COI wish to memorialize their understanding with
respect to such potential sale and purchase;
NOW, THEREFORE, in consideration of the premises, of $10.00 and of
other good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties hereby agree as follows:
Section 1. Definitions. For the purposes of this Agreement, the
following terms shall have the following respective meanings:
(a) "Closing Date" shall mean the date on which a Put Option exercise
is consummated in accordance with Section 3 hereof.
(b) "CS Holdings Put Option" shall mean COI's put option with respect
to the CS Holdings Subject Securities as set forth in Section 2(a) hereof.
Put Agreement between Crescent Real Estate Equities Limited Partnership
and Crescent Operating, Inc. - Page 1 of 7
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(c) "CS Holdings Put Option Exercise Price" shall mean an amount equal
to (i) $805,200.00, plus (ii) an amount calculated like interest that equals an
annualized return of twelve percent, compounded quarterly, on such amount from
the date hereof through and including the Closing Date.
(d) "CS Holdings Subject Securities" shall mean the ten (10) shares of
Voting Common Stock of CS Holdings that COI owns following consummation of the
transactions contemplated by the Purchase Agreement, as the same may be changed
in nature or amount by reason of any stock dividend, split-up, reclassification,
recapitalization, merger, consolidation, reorganization or similar transaction.
(e) "CS Holdings II Put Option" shall mean COI's put option with
respect to the CS Holdings II Subject Securities as set forth in Section 2(b)
hereof.
(f) "CS Holdings II Put Option Exercise Price" shall mean an amount
equal to (i) $2,494,800.00, plus (ii) an amount calculated like interest that
equals an annualized return of twelve percent, compounded quarterly, on such
amount from the date hereof through and including the Closing Date.
(g) "CS Holdings II Subject Securities" shall mean the ten (10) shares
of Voting Common Stock of CS Holdings II that COI owns following consummation of
the transactions contemplated by the Purchase Agreement, as the same may be
changed in nature or amount by reason of any stock dividend, split-up,
reclassification, recapitalization, merger, consolidation, reorganization or
similar transaction.
(h) "Exercise Date" shall mean the date that Crescent receives actual
notice of a Put Option exercise in accordance with Section 3 hereof.
(i) "Put Option" shall mean the CS Holdings Put Option and/or the CS
Holdings II Put Option.
(j) "Put Option Exercise Price" shall mean the CS Holdings Put Option
Exercise Price and/or the CS Holdings II Put Option Exercise Price.
(k) "Put Option Period" shall mean the period beginning on the date
hereof and ending at 5:00 p.m. Fort Worth, Texas time on the second anniversary
hereof.
(l) "REIT" shall mean Crescent Real Estate Equities Company, a Texas
real estate investment trust.
(m) "Subject Securities" shall mean the CS Holdings Subject Securities
and/or the CS Holdings II Subject Securities.
Put Agreement between Crescent Real Estate Equities Limited Partnership
and Crescent Operating, Inc. - Page 2 of 7
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Section 2. COI's Put Options.
(a) At any time during the Put Option Period, but subject to the
remaining terms and conditions of this Agreement, COI shall have the right to
sell to Crescent, and Crescent shall be obligated to purchase from COI, all but
not less than all of the CS Holdings Subject Securities at the CS Holdings Put
Option Exercise Price.
(b) At any time during the Put Option Period, but subject to the
remaining terms and conditions of this Agreement, COI shall have the right to
sell to Crescent, and Crescent shall be obligated to purchase from COI, all but
not less than all of the CS Holdings II Subject Securities at the CS Holdings II
Put Option Exercise Price.
Section 3. Manner of Put Option Exercise.
(a) To exercise one or both of its Put Options, COI shall deliver
notice thereof to Crescent. Thereafter, at such time and place, and on such date
no later than ten (10) days after the Exercise Date, as the parties may agree,
(i) COI shall deliver to Crescent one or more certificates representing the
applicable Subject Securities duly indorsed (with signature guaranteed) and
otherwise in proper form for transfer and (ii) Crescent simultaneously shall
deliver to COI the applicable Put Option Exercise Price in immediately-available
funds by wire transfer to such account or accounts as COI shall have specified
to Crescent; provided, however, if Section 3(b) hereof applies to the exercise
of a Put Option, then the closing shall be extended until a date after, but no
later than ten (10) days after, the expiration or early termination of the
Waiting Period (as defined hereinbelow).
(b) Whenever the purchase by Crescent of Subject Securities pursuant to
the exercise of a Put Option would require the filing of a Premerger
Notification and Report (a "Premerger Notification") under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and expiration
or early termination of the applicable ensuing waiting period (the "Waiting
Period") before the purchase of such Subject Securities could be closed in
compliance with the HSR Act, then, as promptly as practicable (but not later
than 30 days) following exercise of that Put Option, Crescent shall prepare and
duly file with the appropriate governmental authorities a Premerger Notification
and pay the associated filing fee and COI shall prepare and duly file a
Premerger Notification with the appropriate governmental authorities. Crescent
and COI thereafter shall seek early termination of the Waiting Period and shall
fully and timely comply with all requests for additional information, if any,
made under the HSR Act by any appropriate governmental authority.
Section 4. Contractual Relationship Only. The parties intend hereby to
create only a contractual relationship between them, and in no event shall this
Agreement be construed to create any trust, partnership, joint venture, agency,
fiduciary or similar relationship.
Section 5. Further Assurances. Crescent and COI each agrees to execute
and deliver such other instruments and take such other actions as the other
party reasonably may request following
Put Agreement between Crescent Real Estate Equities Limited Partnership
and Crescent Operating, Inc. - Page 3 of 7
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COI's exercise of one or both of its Put Options in order to effect the purchase
and sale of, and the transfer of title to, the applicable Subject Securities as
hereby contemplated in accordance with applicable laws and otherwise to effect
the intents and purposes of this Agreement.
Section 6. Notices. All notices, consents and other communications
required or permitted under this Agreement shall be in writing and shall be
delivered personally, by same-day or overnight courier, or by facsimile
transmission, as follows:
If to Crescent:
Crescent Real Estate Equities Limited Partnership
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx XX 00000
Facsimile: 817/321-2000
Attention: Xx. Xxxxxx X. Xxxxxxx, President
Xx. Xxxxx X. Xxxx, Senior Vice President, Law
If to COI:
Crescent Operating, Inc.
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx XX 00000
Facsimile: 817/339-2220
Attention: Xx. Xxxxxxx X. Xxxxxxx, Executive Vice President
or to such other person, address or facsimile number as a party may designate to
the other party in the manner set forth above. Notwithstanding anything herein
to the contrary, however, no such notice, consent or other communication shall
be effective until actually received.
Section 7. Severability. If a court of competent jurisdiction shall
determine that any provision of this Agreement is invalid or otherwise
unenforceable, the remainder of this Agreement shall not be affected thereby and
shall continue in full force and effect.
Section 8. Entire Agreement. This Agreement embodies the entire
agreement and understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings between the
parties in such regard.
Section 9. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas (other than any such
laws that would result in the application of the laws of any jurisdiction other
than the State of Texas).
Section 10. Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Crescent may not assign any of its obligations
under this Agreement without in each instance COI's specific
Put Agreement between Crescent Real Estate Equities Limited Partnership
and Crescent Operating, Inc. - Page 4 of 7
21
prior consent, and any attempted assignment without such written consent shall
be null and void.
Section 11. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original and all of
which taken together shall constitute one and the same instrument.
Section 12. Headings. Section headings in this Agreement are for
convenience of reference only and shall not be deemed to have any substantive
effect.
Section 13. Amendments and Waivers. This Agreement may be amended only
by a writing executed by the party against whom enforcement of such amendment is
sought. No course of dealing between the parties nor any party's failure or
delay in exercising any right, power or privilege hereunder shall operate as a
waiver thereof. No waiver of any term or provision hereof shall be construed as
a further or continuing waiver of such term or provision or any other term or
provision.
Put Agreement between Crescent Real Estate Equities Limited Partnership
and Crescent Operating, Inc. - Page 5 of 7
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Section 14. Time of Essence. Time is of the essence with respect to
each party's performance of its obligations under this Agreement.
Section 15. REIT Provision. Notwithstanding anything in this Agreement
to the contrary, COI may not exercise a Put Option, and no assignment or
transfer of any interest in either CS Holdings or CS Holdings II shall be
permitted, if such exercise, assignment or transfer would, in the opinion of
counsel to the REIT, adversely impact the REIT's ability to qualify as a real
estate investment trust within the meaning of Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended, and in such event (i) any attempt to
effect such exercise, assignment or transfer shall be null and void and shall be
of no force or effect and (ii) that portion of any document or instrument
indicating that such exercise, assignment or transfer may be made shall be of no
force or effect.
Put Agreement between Crescent Real Estate Equities Limited Partnership
and Crescent Operating, Inc. - Page 6 of 7
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IN WITNESS WHEREOF, the parties have entered into this Put Agreement as
of March 12, 1999.
CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: CRESCENT REAL ESTATE EQUITIES, LTD.,
a Delaware corporation, General Partner
By:
------------------------------------
Xxxxx X. Xxxx, Senior Vice
President, Law
CRESCENT OPERATING, INC.,
a Delaware corporation
By:
----------------------------------------
Xxxxxxx X. Xxxxxxx, Executive Vice
President
Put Agreement between Crescent Real Estate Equities Limited Partnership
and Crescent Operating, Inc. - Page 7 of 7
