THE TAKING
(I) INVOLVES MORE THAN TWENTY-FIVE PERCENT (25%) OF THE RENTABLE AREA OF THE
1221 PROPERTY OR (II) PERMITS TENANTS COMPRISING 25% OR GREATER OF THE GROSS
RENTAL INCOME OF THE 1221 PROPERTY THE RIGHT TO TERMINATE THEIR LEASES SHALL BE
RESOLVED BY EXPEDITED ARBITRATION BEFORE A SINGLE ARBITRATOR IN NEW YORK, NEW
YORK ACCEPTABLE TO BOTH SELLER AND BUYER IN THEIR REASONABLE JUDGMENT IN
ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION; PROVIDED THAT
IF SELLER AND BUYER FAIL TO AGREE ON AN ARBITRATOR WITHIN FIVE (5) BUSINESS DAYS
AFTER A DISPUTE ARISES, THEN EITHER PARTY MAY REQUEST THE OFFICE OF THE AMERICAN
ARBITRATION ASSOCIATION LOCATED IN NEW YORK, NEW YORK TO DESIGNATE AN
ARBITRATOR.
SUCH ARBITRATOR SHALL BE AN INDEPENDENT ARCHITECT HAVING AT LEAST
TEN (10) YEARS OF EXPERIENCE IN THE CONSTRUCTION OF OFFICE BUILDINGS IN NEW
YORK, NEW YORK.
THE COSTS AND EXPENSES OF SUCH ARBITRATOR SHALL BE BORNE
EQUALLY BY SELLER AND BUYER.
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(C)
IN THE EVENT OF ANY TAKING WITH RESPECT TO THE 1221 PROPERTY, THE
CLOSING DATE SHALL BE EXTENDED TO THE TENTH (10TH) BUSINESS DAY FOLLOWING THE
CONDEMNATION ELECTION DATE.
(D)
THE TAKING OF ALL OR ANY PART OF THE OTHER PROPERTY SHALL NOT BE
CAUSE FOR EITHER PARTY TO TERMINATE THIS AGREEMENT, AND IN SUCH EVENT THE
PARTIES SHALL NONETHELESS CONSUMMATE THE CONTEMPLATED TRANSACTIONS IN ACCORDANCE
WITH THIS AGREEMENT AND THE ANCILLARY DOCUMENTS, WITHOUT ABATEMENT OF THE
CLOSING CONSIDERATION AMOUNT, PROVIDED, THAT, BUYER WILL BE ENTITLED TO A CREDIT
AGAINST THE CLOSING CONSIDERATION AMOUNT IN AN AMOUNT EQUAL TO THE TAKING
PROCEEDS, IF ANY, RECEIVED BY SELLER PRIOR TO CLOSING, AND TO THE EXTENT THE
TAKING PROCEEDS ARE NOT RECEIVED BY SELLER PRIOR TO CLOSING, AT CLOSING SELLER
SHALL ASSIGN TO BUYER ITS RIGHT (IF ANY) TO COLLECT, AND BUYER SHALL BE ENTITLED
TO COLLECT AND RETAIN SUCH PROCEEDS.
5.10.
REQUIRED AMENDMENTS.
AT THE CLOSING, SIMULTANEOUS WITH THE PAYMENT
BY BUYER TO SELLER OF THE ESTIMATED CLOSING CONSIDERATION AMOUNT, SELLER AGREES
TO: (I) CONSENT IN WRITING (AND TO CAUSE EACH DIRECTOR OF THE COMPANY APPOINTED
BY SELLER TO CONSENT AND APPROVE IN WRITING) TO THE EXECUTION AND DELIVERY OF
THE REQUIRED AMENDMENTS BY THE COMPANY AND ANY RESOLUTIONS OR CONSENTS
AUTHORIZING THE EXECUTION AND DELIVERY OF THE REQUIRED AMENDMENTS BY THE
COMPANY, (II) REQUEST THE COMPANY TO RECLASSIFY SELLER'S COMMON STOCK INTO A
CERTIFICATE OR CERTIFICATES REPRESENTING 429 SHARES OF NON-VOTING TOTAL COMMON
STOCK AND 471 SHARES OF VOTING TOTAL COMMON STOCK PURSUANT TO THE TERMS OF THE
REQUIRED AMENDMENTS (THE "RECLASSIFIED CERTIFICATES") AND DELIVER SAME TO
SELLER, (III) PROVIDED THAT THE COMPANY TENDERS FOR DELIVERY THE RECLASSIFIED
CERTIFICATES TO SELLER, SURRENDER THE EXISTING CERTIFICATE OR CERTIFICATES
REPRESENTING ALL OF THE SHARES OF SELLER'S COMMON STOCK TO THE COMPANY,
SIMULTANEOUS WITH THE COMPANY'S TENDER FOR DELIVERY OF THE RECLASSIFIED
CERTIFICATES TO SELLER, AND (IV) PROVIDED THAT THE COMPANY DELIVERS THE
RECLASSIFIED CERTIFICATES TO SELLER, IMMEDIATELY DELIVER TO BUYER THE
RECLASSIFIED CERTIFICATES, ENDORSED TO BUYER AND ACCOMPANIED BY A