OFFER TO LEASE SUITE 10B TO THE SUITE 10B TENANT IN THE FORM SET
FORTH ON EXHIBIT L AND TO EXECUTE AND DELIVER THE SUITE 10B LEASE IF EXECUTED
AND DELIVERED BY THE SUITE 10B TENANT AND IT IS FURTHER ACKNOWLEDGED AND AGREED
THAT THE EXECUTION OF THE SUITE 10B LEASE IS SOLELY AT THE OPTION OF THE SUITE
10B TENANT AND IT SHALL NOT BE A CONDITION TO ACQUIRER'S OBLIGATION TO BUY THE
MEMBERSHIP INTERESTS FROM TRANSFERORS THAT THE SUITE 10B LEASE BE EXECUTED BY
THE SUITE 10B TENANT;
(J)
EACH OF THE AGREEMENTS CONTEMPLATED BY
SECTION 4.13 OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE GIANOS
ASSUMPTION AND INDEMNITY AGREEMENT WHICH SHALL ALSO BE EXECUTED BY THE COMPANY
AND SLG;
(K)
THE INDEMNIFICATION AGREEMENT, WHICH SHALL
ALSO BE EXECUTED BY THE COMPANY AND SLG, IF GUARANTORS ARE NOT RELEASED BY
LENDER UNDER THE ENVIRONMENTAL INDEMNITY AND GUARANTY; AND
(L)
ALL OTHER DOCUMENTS REQUIRED TO BE
DELIVERED BY ACQUIRER PURSUANT TO THIS AGREEMENT AND SUCH OTHER DOCUMENTS AS THE
TRANSFERORS OR THE TITLE COMPANY DEEMS REASONABLY REQUIRED TO EFFECTUATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
40
SECTION 13.
BROKERS.
13.1.
TRANSFERORS AND ACQUIRER EACH REPRESENT AND WARRANT
TO THE OTHER THAT IT HAS NOT DEALT WITH ANY BROKER, AGENT OR FINDER IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION DESCRIBED HEREIN, AND THAT IT
KNOWS OF NO PERSON OR ENTITY WHO HAS CLAIMED, MAY HAVE THE RIGHT TO CLAIM OR IS
ENTITLED TO A COMMISSION OR COMPENSATION IN CONNECTION WITH THIS AGREEMENT OR
THE TRANSACTION DESCRIBED HEREIN, OTHER THAN CUSHMAN & WAKEFIELD, INC. (THE
"BROKER")
13.2.
THE COMMISSION, IF ANY, (THE "COMMISSION") DUE TO
BROKER IN CONNECTION WITH THIS TRANSACTION SHALL BE PAID BY ACQUIRER.
13.3.
ACQUIRER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS
TRANSFERORS AND TRANSFERORS' AFFILIATES, AND TRANSFERORS AND THE PARTNERSHIP
SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS ACQUIRER, FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, DAMAGES, LIABILITIES (INCLUDING,
WITHOUT LIMITATION, STRICT LIABILITY), COSTS AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, ATTORNEYS' FEES AND DISBURSEMENTS), WHETHER FORESEEN OR UNFORESEEN,
ASSERTED AGAINST OR INCURRED BY THE OTHER (IN THE CASE OF TRANSFERORS, INCURRED
BY TRANSFERORS AND/OR ANY TRANSFERORS' AFFILIATE) IN CONNECTION WITH OR ARISING
OUT OF (A) ANY CLAIM OR CLAIMS BY ANY BROKER, AGENT, FINDER OR OTHER PERSON
(EXCLUDING THE BROKER WITH RESPECT TO TRANSFERORS' AGREEMENT OF INDEMNIFICATION,
BUT INCLUDING, WITH RESPECT TO ACQUIRER'S AGREEMENT OF INDEMNIFICATION UNDER
THIS SECTION 13.3, ANY CLAIM BY BROKER FOR ANY COMMISSION) FOR FEES, COMMISSIONS
OR OTHER COMPENSATION ARISING OUT OF THE TRANSACTIONS CONTEMPLATED IN THIS
AGREEMENT IF SUCH CLAIM OR CLAIMS ARE BASED IN WHOLE OR IN PART ON DEALINGS OR
AGREEMENTS WITH THE INDEMNIFYING PARTY OR (B) A BREACH OF THE REPRESENTATIONS,
WARRANTIES OR COVENANTS OF THE INDEMNIFYING PARTY CONTAINED IN THIS SECTION 13.
THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS SECTION 13 SHALL
SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.
SECTION 14.
ASSIGNMENT.
14.1.
EXCEPT AS SET FORTH HEREIN, ACQUIRER MAY NOT ASSIGN
ALL OR ANY