DAYS" SHALL MEAN EVERY DAY
OTHER THAN SATURDAYS, SUNDAYS, ALL DAYS OBSERVED BY THE FEDERAL OR NEW YORK
STATE GOVERNMENTS AS LEGAL HOLIDAYS AND ALL DAYS ON WHICH COMMERCIAL BANKS IN
NEW YORK STATE ARE REQUIRED TO BE CLOSED.
THE PROVISIONS OF THIS SECTION 2(B)
SHALL SURVIVE THE CLOSING OR ANY TERMINATION OF THIS AGREEMENT.
(C)
PURCHASER AGREES TO INDEMNIFY AND HOLD SELLER AND ITS DIRECT AND
INDIRECT SHAREHOLDERS, OFFICERS, DIRECTORS, PARTNERS, PRINCIPALS, MEMBERS,
EMPLOYEES, AGENTS, CONTRACTORS, AND ANY SUCCESSORS OR ASSIGNS OF THE FOREGOING
(COLLECTIVELY, WITH SELLER, THE "SELLER RELATED PARTIES") HARMLESS FROM AND
AGAINST ANY AND ALL LOSSES, COSTS, DAMAGES, LIENS, CLAIMS, LIABILITIES OR
EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, COURT COSTS
AND
3
DISBURSEMENTS) INCURRED BY ANY OF SELLER'S RELATED PARTIES ARISING FROM OR BY
REASON OF PURCHASER'S AND/OR PURCHASER'S REPRESENTATIVES' ACCESS TO, OR
INSPECTION OF, THE PREMISES, OR ANY INSPECTIONS OR OTHER DUE DILIGENCE CONDUCTED
BY OR ON BEHALF OF PURCHASER (WHETHER OR NOT THE SAME SHALL OCCUR DURING THE DUE
DILIGENCE PERIOD).
THE PROVISIONS OF THIS SECTION 2(C) SHALL SURVIVE THE
CLOSING OR ANY TERMINATION OF THIS AGREEMENT.
(D)
SELLER SHALL PROVIDE ACCESS TO PURCHASER AND SL GREEN REALTY CORP.
(AND THEIR REPRESENTATIVES, AGENTS AND AUDITORS) TO ALL BOOKS AND RECORDS FOR
THE PROPERTY AND FINANCIAL INFORMATION RELATING TO THE PROPERTY WHICH ARE
NECESSARY OR DESIRABLE, IN PURCHASER'S REASONABLE OPINION, TO PREPARE
PURCHASER'S AND/OR SL GREEN REALTY CORP.'S FINANCIAL STATEMENTS AND SEC FILINGS
AND/OR TO SATISFY PURCHASER'S OR SL GREEN REALTY CORP.'S PUBLIC AUDITING AND
SECURITIES AND EXCHANGE COMMISSION ("SEC") REQUIREMENTS, INCLUDING SEC
REGULATIONS S-X RULE 3-14 (SPECIAL INSTRUCTIONS FOR REAL ESTATE OPERATIONS TO BE
ACQUIRED).
3.
PURCHASE PRICE AND DEPOSIT
The purchase price (the "Purchase Price") to be paid by Purchaser to Seller for
the Property is FOUR HUNDRED EIGHTY MILLION ($480,000,000.00) DOLLARS, payable
as set forth below.
The parties hereto acknowledge and agree that the value of
the personalty at the Property being transferred hereunder is de-minimis and
that no portion of the Purchase Price is allocable thereto.
Purchaser agrees to
pay any tax which may be imposed upon the sale of any items or personal property
hereunder and to file any required tax returns in connection therewith.
Purchaser agrees to indemnify and hold Seller harmless against any liability
incurred by Seller because of non-payment of any tax, which may be imposed by
any governmental agency upon the sale of any items of personal property owned by
Seller and included in this transaction.
This paragraph shall survive the
Closing.
(A)
PRIOR TO THE EXECUTION OF THIS AGREEMENT BY PURCHASER, PURCHASER
HAS DELIVERED TO CHICAGO TITLE INSURANCE COMPANY (711 THIRD AVENUE, NEW YORK,
NEW YORK 10017, ATTN.
JACK MARINO), AS ESCROW AGENT ("ESCROW AGENT" OR "TITLE
COMPANY") AN AMOUNT EQUAL TO TWENTY-FIVE MILLION DOLLARS ($25,000,000.00) (THE
"DEPOSIT") BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FEDERAL FUNDS TO THE ESCROW
ACCOUNT OF ESCROW AGENT.
IN NO EVENT WILL PURCHASER HAVE A LIEN AGAINST THE
PREMISES BY REASON OF THE DEPOSIT UNDER THIS