make to Assignor the payment described in Section 1(j)(ii) with respect to
the terminated Lease.
7
(d)
Termination.
Except as provided in Section 1, above, in the event
any of the contingencies set forth in Section 2(b) and Section 2(c) (the
"Section 2 Contingencies") are not satisfied as of the Closing Date, either
party shall have the right to terminate this Agreement.
Section 3.
Assignor Representations and Warranties.
Assignor
represents and warrants to Assignee the following, all of which shall be
reaffirmed by Assignor as true, accurate and complete on the Closing Date:
(A)
STATUS. ASSIGNOR IS A CORPORATION, DULY ORGANIZED AND VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF NEW YORK AND
AUTHORIZED TO DO BUSINESS IN THE STATE OF NEW JERSEY.
(B)
AUTHORITY.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND ALL
OTHER DOCUMENTS NOW OR HEREAFTER TO BE EXECUTED AND DELIVERED BY ASSIGNOR
PURSUANT TO THIS AGREEMENT (COLLECTIVELY, THE "ASSIGNOR DOCUMENTS") AND THE
PERFORMANCE OF ASSIGNOR' OBLIGATIONS HEREUNDER AND UNDER THE ASSIGNOR DOCUMENTS
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF ASSIGNOR, AND
THIS AGREEMENT CONSTITUTES, AND THE ASSIGNOR DOCUMENTS WILL CONSTITUTE, THE
LEGAL, VALID AND BINDING OBLIGATION OF ASSIGNOR, ENFORCEABLE IN ACCORDANCE WITH
THEIR TERMS, SUBJECT TO BANKRUPTCY, REORGANIZATION AND OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND EXCEPT AS MAY BE
LIMITED BY GENERAL EQUITABLE PRINCIPLES.
THE PERSON SIGNING THIS AGREEMENT ON
BEHALF OF ASSIGNOR HAS BEEN DULY AUTHORIZED TO SIGN AND DELIVER THIS AGREEMENT
ON BEHALF THEREOF.
(C)
NON-CONTRAVENTION.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
AND THE ASSIGNOR DOCUMENTS BY ASSIGNOR AND THE CONSUMMATION BY ASSIGNOR OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT (I) VIOLATE ANY JUDGMENT, ORDER,
INJUNCTION, DECREE, REGULATION OR RULING OF ANY COURT OR AUTHORITY HAVING
JURISDICTION OVER ASSIGNOR, (II)
CONFLICT WITH, RESULT IN A BREACH OF, OR
CONSTITUTE A DEFAULT UNDER THE ORGANIZATIONAL DOCUMENTS OF ASSIGNOR, (III)
VIOLATE ANY NOTE OR OTHER EVIDENCE OF INDEBTEDNESS, ANY MORTGAGE, DEED OF TRUST
OR INDENTURE TO WHICH ASSIGNOR IS A PARTY OR BY WHICH IT IS BOUND, OR
(IV) PROVIDED THE CONSENTS OF THE PRIME LANDLORDS ARE OBTAINED, VIOLATE ANY
LEASE OR OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH ASSIGNOR IS A PARTY OR
BY WHICH IT IS BOUND.
(D)
CONSENTS.
OTHER THAN THE CONSENTS OF THE PRIME LANDLORDS, NO
CONSENT, WAIVER, APPROVAL OR AUTHORIZATION IS REQUIRED FROM ANY PERSON OR ENTITY
(THAT HAS NOT ALREADY BEEN OBTAINED) IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE ASSIGNOR DOCUMENTS BY ASSIGNOR OR THE
PERFORMANCE BY ASSIGNOR OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(E)
ASSIGNOR'S INTEREST.
ASSIGNOR HAS GOOD TITLE TO THE LEASEHOLD
ESTATES CREATED BY THE LEASES, OTHER THAN THE TELEPORT LEASE (THE "ASSIGNOR
LEASEHOLD ESTATES") AND THE SUBLEASES AFFECTING THE ASSIGNOR LEASEHOLD ESTATES
(THE "ASSIGNOR SUBLEASES") AND HAS NOT TRANSFERRED, ASSIGNED, SOLD, CONVEYED,
PLEDGED, MORTGAGED, GRANTED A SECURITY INTEREST IN, OR OTHERWISE DISPOSED OF THE
ASSIGNOR LEASEHOLD ESTATES OR THE ASSIGNOR SUBLEASES ANY PORTION THEREOF OR