AGREES THAT IT IS SUBJECT TO
ALL OF THE COVENANTS AND RESTRICTIONS IMPOSED ON PURCHASER, AND IS MAKING EACH
OF THE REPRESENTATIONS AND WARRANTIES, UNDER THIS AGREEMENT AS FULLY AND
COMPLETELY AS IF EACH SUCH PARTY WERE THE SOLE PURCHASER.
(C)
EACH OF ISLAND AND ISLANDIA AGREES THAT FOR ANY AND ALL PURPOSES
UNDER THIS AGREEMENT, WHENEVER PURCHASER'S CONSENT, APPROVAL OR ACTION IS
REQUIRED OR PERMITTED UNDER THIS AGREEMENT, SUCH CONSENT, APPROVAL OR ACTION
SHALL AND MAY BE GRANTED, DENIED OR TAKEN ONLY ISLAND.
SUCH CONSENT, APPROVAL
OR ACTION SHALL BE DEEMED TO HAVE BEEN GIVEN OR TAKEN ON BEHALF OF BOTH ISLAND
AND ISLANDIA AS FULLY AND COMPLETELY AS IF BOTH JOINED IN SUCH CONSENT, APPROVAL
OR ACTION.
ISLANDIA GRANTS TO ISLAND THE SOLE AND ABSOLUTE AUTHORITY TO GRANT
OR WITHHOLD ANY SUCH CONSENT, APPROVAL OR ACTION AND TO TAKE ANY SUCH ACTION ON
BEHALF OF BOTH ISLAND AND ISLANDIA, AND FURTHER HEREBY GRANTS TO ISLAND AN
IRREVOCABLE POWER OF ATTORNEY, COUPLED WITH AN INTEREST, TO DO OR CAUSE TO BE
DONE ALL CONSENT, APPROVALS, ACTIONS OR OTHER MANNER OF THINGS REQUIRED UNDER
THIS AGREEMENT TO BE DONE OR PERFORMED BY PURCHASER.
22
IN WITNESS WHEREOF, Purchaser and Seller have executed and delivered this
Purchase and Sale Agreement as of the day and year first above written.
SELLER:
CA, INC., a Delaware corporation
By:
/s/ Bryan Urquhart
Bryan Urquhart
SVP- Finance and Administration
PURCHASER:
ISLANDIA OPERATORS LLC, a Delaware
limited liability company
By:
/s/ Francesco Piovanetti
Francesco Piovanetti
Vice President
ISLAND HEADQUARTERS OPERATORS
LLC, a Delaware limited liability company
By:
/s/ Francesco Piovanetti
Francesco Piovanetti
Vice President
Exhibit A
Description of Land
[As executed, the legal description in metes and bounds, but for purposes of
this filing, the land commonly known as One CA Plaza, Islandia, NY 11749.]