THE CLOSING DATE.
ARTICLE 21
SUCCESSORS AND ASSIGNS
21.1
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED
BY PURCHASER EXCEPT TO AN ENTITY THAT IS A LIMITED LIABILITY COMPANY, LIMITED
PARTNERSHIP, CORPORATION OR TENANCY-IN-COMMON, PROVIDED THAT THE MANAGING MEMBER
OF SUCH LIMITED LIABILITY COMPANY, GENERAL PARTNER OF SUCH PARTNERSHIP,
CONTROLLING SHAREHOLDER OR OFFICERS OF SUCH CORPORATION OR MAJORITY TENANT OF
SUCH TENANCY-IN-COMMON, AS APPLICABLE, ARE INSTITUTIONAL INVESTORS (SUCH AS, BY
WAY OF EXAMPLE ONLY, PENSION FUNDS, BANKS OR INVESTMENT BANKS) AND SHALL BE
CONTROLLED, DIRECTLY OR INDIRECTLY, BY TISHMAN SPEYER PROPERTIES, L.P., TISHMAN
SPEYER CROWN EQUITIES OR TISHMAN SPEYER REAL ESTATE VENTURE VI, L.P.
(COLLECTIVELY, "TISHMAN-SPEYER ENTITIES") AND ANY ONE OF SUCH TISHMAN SPEYER
ENTITIES HAVE MANAGEMENT AUTHORITY OVER THE OPERATIONS OF THE PROPERTY, EXCEPT
FOR CERTAIN CONSENT RIGHTS OF ITS OTHER MEMBERS OR PARTNERS AS ARE SPECIFIED IN
THE APPLICABLE ORGANIZATIONAL DOCUMENTS OF SUCH ENTITIES.
ANY OTHER ASSIGNMENT
OR ATTEMPTED ASSIGNMENT BY PURCHASER SHALL BE DEEMED NULL AND VOID AND OF NO
FORCE OR EFFECT.
A COPY OF ANY ASSIGNMENT PERMITTED HEREUNDER, TOGETHER WITH AN
AGREEMENT OF THE ASSIGNEE ASSUMING ALL OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT TO BE PERFORMED BY PURCHASER, IN FORM REASONABLY SATISFACTORY TO
SELLER, SHALL BE DELIVERED TO SELLER AT LEAST TWO (2) BUSINESS DAYS PRIOR TO
SUCH ASSIGNMENT, AND IN ANY EVENT NO SUCH ASSIGNMENT SHALL RELIEVE PURCHASER
FROM ITS OBLIGATIONS UNDER THIS AGREEMENT.
37
ARTICLE 22
BROKERS
22.1
PURCHASER'S REPRESENTATION.
PURCHASER REPRESENTS
AND WARRANTS TO SELLER THAT IT HAS NOT
DEALT WITH ANY BROKER, FINDER OR
CONSULTANT OTHER THAN CB RICHARD ELLIS [SUCCESSOR IN INTEREST TO INSIGNIA/ESG,
INC. (THE "BROKER]"), IN CONNECTION WITH THE TRANSACTION WHICH IS THE SUBJECT OF
THIS AGREEMENT, AND THAT ALL NEGOTIATIONS INVOLVING PURCHASER WITH RESPECT TO
THE TERMS OF THIS AGREEMENT WERE CONDUCTED BY OR THROUGH BROKER.
PURCHASER
FURTHER REPRESENTS AND WARRANTS THAT IN THE EVENT ANY CLAIM IS MADE FOR A
BROKER'S, FINDER'S OR CONSULTANT'S COMMISSION OR FEE BY ANYONE OTHER THAN BROKER
AS A RESULT OF ANY ACTS OR ACTIONS OF PURCHASER OR ITS REPRESENTATIVES WITH
RESPECT TO THE WITHIN TRANSACTION, PURCHASER, ITS HEIRS, SUCCESSORS AND ASSIGNS
DO HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS SELLER AND ITS PARTNERS,
DIRECTORS, OFFICERS, PRINCIPALS, SHAREHOLDERS, AGENTS AND EMPLOYEES FROM AND
AGAINST ANY CLAIM ARISING FROM OR IN CONNECTION WITH SUCH CLAIMS FOR A BROKER'S,
FINDER'S OR CONSULTANT'S COMMISSION OR FEE BY ANYONE OTHER THAN THE BROKER,
TOGETHER WITH ALL REASONABLE COSTS, EXPENSES AND LIABILITIES IN CONNECTION WITH
EACH SUCH CLAIM OR ACTION OR PROCEEDING BROUGHT THEREON, INCLUDING WITHOUT
LIMITATION, ALL REASONABLE ATTORNEYS' FEES AND EXPENSES.
IN CASE ANY ACTION BE
BROUGHT AGAINST SELLER AND/OR ITS PARTNERS, DIRECTORS, OFFICERS, PRINCIPALS,
SHAREHOLDERS, AGENTS AND/OR EMPLOYEES BY REASON OF ANY SUCH CLAIM, PURCHASER,
UPON NOTICE FROM SELLER, SHALL RESIST AND DEFEND SUCH ACTION OR PROCEEDING (BY
COUNSEL REASONABLY SATISFACTORY TO SELLER).
PURCHASER'S INDEMNITY AND HOLD
HARMLESS PROVISION PURSUANT TO THIS ARTICLE 22 SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT BY CLOSING OR OTHERWISE.
SELLER SHALL PAY THE