With a copy to:
SL Green Realty Corp.
420 Lexington Avenue
New York, New York
10170
Attention: Andrew S. Levine, Esq.
and
Solomon and Weinberg LLP
685 Third Avenue
30th Floor
New York, New York 10017
Attention: Craig H. Solomon, Esq.
47
If to Escrow Agent:
Jenkens & Gilchrist Parker Chapin LLP
405 Lexington Avenue
New York, New York 10174
Attention: Joel A. Poretsky, Esq.
SECTION 21.
MISCELLANEOUS.
(A)
ALL PRIOR STATEMENTS, UNDERSTANDINGS,
REPRESENTATIONS AND AGREEMENTS BETWEEN THE PARTIES, ORAL OR WRITTEN, ARE
SUPERSEDED BY AND MERGED IN THIS AGREEMENT, WHICH ALONE FULLY AND COMPLETELY
EXPRESSES THE AGREEMENT BETWEEN THEM IN CONNECTION WITH THIS TRANSACTION AND THE
PROPERTY.
(B)
THIS AGREEMENT SHALL (I) NOT BE ALTERED,
AMENDED, CHANGED, WAIVED, TERMINATED OR OTHERWISE MODIFIED IN ANY RESPECT UNLESS
THE SAME SHALL BE IN WRITING AND SIGNED BY OR ON BEHALF OF THE PARTY TO BE
CHARGED; (II) BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES
HERETO AND TO THEIR RESPECTIVE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND
ASSIGNS; AND (III) BE GIVEN A FAIR AND REASONABLE CONSTRUCTION IN ACCORDANCE
WITH THE INTENTIONS OF THE PARTIES HERETO, AND WITHOUT REGARD TO OR AID OF
CANONS REQUIRING CONSTRUCTION AGAINST TRANSFERORS OR THE PARTY DRAFTING THIS
AGREEMENT, THE RESPECTIVE LEGAL COUNSEL OF THE PARTIES HERETO HAVING REVIEWED
THIS AGREEMENT.
IF THERE SHALL BE MORE THAN ONE PERSON OR ENTITY COMPRISING
ACQUIRER, THE OBLIGATIONS OF ACQUIRER HEREUNDER SHALL BE JOINT AND SEVERAL.
(C)
EXCEPT FOR PROVISIONS HEREIN STATED TO
SURVIVE CLOSING, ALL OF PARTNERSHIP AND TRANSFERORS' REPRESENTATIONS,
WARRANTIES, COVENANTS, INDEMNITIES AND AGREEMENTS HEREIN SHALL MERGE IN THE
DOCUMENTS AND AGREEMENTS EXECUTED AT THE CLOSING AND SHALL NOT SURVIVE THE
CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.
(D)
NEITHER THIS AGREEMENT NOR ANY MEMORANDUM
THEREOF SHALL BE RECORDED AND ANY ATTEMPTED RECORDATION HEREOF SHALL BE VOID AND
SHALL CONSTITUTE A MATERIAL DEFAULT.
(E)
NO FAILURE OR DELAY OF EITHER PARTY IN THE
EXERCISE OF ANY RIGHT GIVEN TO SUCH PARTY HEREUNDER OR THE WAIVER BY ANY PARTY
OF ANY CONDITION HEREUNDER FOR ITS BENEFIT (UNLESS THE TIME SPECIFIED HEREIN FOR
EXERCISE OF SUCH RIGHT HAS EXPIRED) SHALL CONSTITUTE A WAIVER OF ANY OTHER OR
FURTHER RIGHT NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT PRECLUDE
OTHER OR FURTHER EXERCISE THEREOF OR ANY OTHER RIGHT. NO WAIVER BY EITHER PARTY
OF ANY BREACH HEREUNDER OR FAILURE OR REFUSAL BY THE OTHER PARTY TO COMPLY WITH
ITS OBLIGATIONS SHALL BE DEEMED A WAIVER OF ANY OTHER OR SUBSEQUENT BREACH,
FAILURE OR REFUSAL TO SO COMPLY.
(F)
THIS AGREEMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS, EACH OF WHICH SO EXECUTED AND DELIVERED SHALL BE DEEMED AN
ORIGINAL, BUT ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE BUT ONE AND THE SAME
INSTRUMENT.
(G)
EACH OF THE EXHIBITS AND SCHEDULES REFERRED
TO HEREIN AND ATTACHED HERETO IS INCORPORATED HEREIN BY THIS REFERENCE. THE
CAPTION HEADINGS IN THIS AGREEMENT ARE FOR
48
CONVENIENCE ONLY AND ARE NOT INTENDED TO BE A PART OF THIS