SECTION 3.3
NOTICES.
ALL NOTICES,
REQUESTS, CLAIMS, DEMANDS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING
AND SHALL BE GIVEN (AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN UPON RECEIPT) BY
DELIVERY IN PERSON, BY TELECOPY OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
PREPAID, RETURN RECEIPT REQUESTED) TO THE RESPECTIVE PARTIES AT THE FOLLOWING
ADDRESSES (OR AT SUCH OTHER ADDRESS FOR A PARTY AS SHALL BE SPECIFIED IN A
NOTICE GIVEN IN ACCORDANCE WITH THIS SECTION 3.3):
if to Ashner:
Two Jericho Plaza
Wing A - Suite 111
Jericho, NY
11753
Telephone: (516) 822-0022
Fax No.:
(516) 433-2777
3
if to the Company:
Newkirk Realty Trust, Inc.
7 Bulfinch Place
Suite 500
Boston, MA 02114
Telephone No: (617) 570-4600
Telecopier No: (617) 742-4643
Attention: Carolyn Tiffany
SECTION 3.4
SEVERABILITY.
IF ANY TERM OR
OTHER PROVISION OF THIS AGREEMENT IS INVALID, ILLEGAL OR INCAPABLE OF BEING
ENFORCED BY ANY RULE OF LAW, OR PUBLIC POLICY, ALL OTHER CONDITIONS AND
PROVISIONS OF THIS AGREEMENT SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT
SO LONG AS THE ECONOMIC OR LEGAL SUBSTANCE OF THE AGREEMENTS CONTAINED HEREIN
ARE NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO ANY PARTY.
UPON SUCH
DETERMINATION THAT ANY TERM OR OTHER PROVISION IS INVALID, ILLEGAL OR INCAPABLE
OF BEING ENFORCED, THE PARTIES HERETO SHALL NEGOTIATE IN GOOD FAITH TO MODIFY
THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS
POSSIBLE IN A MUTUALLY ACCEPTABLE MANNER IN ORDER THAT THE AGREEMENTS CONTAINED
HEREIN BE CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE FULLEST EXTENT POSSIBLE.
SECTION 3.5
SPECIFIC PERFORMANCE.
THE
PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT ANY
PROVISION OF THIS AGREEMENT IS NOT PERFORMED IN ACCORDANCE WITH THE TERMS HEREOF
AND THAT THE PARTIES SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE TERMS
HEREOF, IN ADDITION TO ANY OTHER REMEDY AT LAW OR EQUITY.
SECTION 3.6
ENTIRE AGREEMENT; ASSIGNMENT.
THIS AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND THEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND
UNDERTAKINGS, BOTH WRITTEN AND ORAL, AMONG THE PARTIES, OR ANY OF THEM, WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
THIS AGREEMENT SHALL NOT BE
ASSIGNED BY OPERATION OF LAW OR OTHERWISE.
SECTION 3.7
WAIVER.
NO PURPORTED EXTENSION
OR WAIVER BY ANY PARTY SHALL BE VALID UNLESS SET FORTH IN AN INSTRUMENT IN
WRITING SIGNED BY THE PARTY OR PARTIES TO BE BOUND THEREBY.
SECTION 3.8
PARTIES IN INTEREST.
THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF EACH PARTY HERETO,
AND NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO OR SHALL
CONFER UPON ANY OTHER PERSON ANY RIGHT, BENEFIT OR REMEDY OF ANY NATURE
WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
SECTION 3.9
GOVERNING LAW.
THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN THAT STATE.
ALL ACTIONS