AND EXPENSES ACTUALLY INCURRED) ARISING BY, THOUGH OR
UNDER THE LITIGATIONS SET FORTH ON SCHEDULE 8.2(U), ATTACHED HERETO AND MADE A
PART HEREOF, WHICH OBLIGATION SHALL SURVIVE THE CLOSING INDEFINITELY ("SELLERS'
LITIGATION INDEMNIFICATION").
WITHOUT LIMITING THE FOREGOING, SELLERS'
LITIGATION INDEMNIFICATION SHALL INCLUDE AN INDEMNIFICATION FOR ANY CLAIMS
ARISING FROM SELLERS' OR ITS AFFILIATES' ELECTRICITY BILLING METHODS AND
PRACTICES AT BRIARWOOD, LAKEFOREST AND MARLEY STATION THAT ARE SUBSTANTIALLY THE
SAME AS THE CLAIMS MADE IN FARMINGTON CVS, INC., ET AL. V. WEST FARMS MALL, LLC,
ET AL., STATE OF MICHIGAN, CIRCUIT COURT FOR THE COUNTY OF OAKLAND, CASE NO.
02-45081-CK, IN ANY CASE TO THE EXTENT THAT SUCH CLAIM RELATES TO THE PERIOD
PRIOR TO THE CLOSING.
IN THE CASE OF SUCH INDEMNIFICATION, SELLERS SHALL HAVE
THE RIGHT TO DIRECT AND CONTROL THE DEFENSE OF SUCH CLAIM, ACTION OR PROCEEDING.
SELLERS SHALL, PROMPTLY FOLLOWING REQUEST FROM PURCHASER, INFORM PURCHASER OF
MATERIAL DEVELOPMENTS IN SUCH LITIGATIONS, WHICH OBLIGATION SHALL SURVIVE THE
CLOSING.
(V)
TAXES.
TRUE, CORRECT AND COMPLETE COPIES OF
THE CURRENT REAL ESTATE TAX BILLS WITH RESPECT TO EACH PROPERTY ARE INCLUDED IN
THE SELLER DUE DILIGENCE MATERIALS.
EXCEPT AS DISCLOSED THEREIN, TO SELLER'S
KNOWLEDGE, THERE ARE NO TAX ABATEMENTS OR EXEMPTIONS AFFECTING ANY PROPERTY AND,
TO SELLER'S KNOWLEDGE, THERE ARE CURRENTLY NO PENDING REAL ESTATE TAX PROTEST
PROCEEDINGS WITH RESPECT TO ANY PROPERTY.
(W)
OWNERSHIP OF PROPERTY AND OUTPARCELS.
NO
PROPERTY OWNER NOR ANY AFFILIATES OF ANY PROPERTY OWNER OWN OR HAVE ANY INTEREST
IN ANY REAL PROPERTY ABUTTING, ADJOINING OR IN THE IMMEDIATE VICINITY OF ANY
PROPERTY.
(X)
CAPITALIZATION.
THE CAPITALIZATION OF
EACH SRH ENTITY IS SET FORTH ON SCHEDULE 8.2(X).
AS A RESULT OF THE TRANSACTION
CONTEMPLATED HEREBY, (I) NEWCO WILL OWN ALL OUTSTANDING INTERESTS IN THE SRH
ENTITIES DIRECTLY OR INDIRECTLY (OTHER THAN RICHMOND, RICHMOND ASSOCIATES CORP.
AND STONERIDGE) AND (II) EXCEPT FOR THE SRH ENTITIES (TO THE EXTENT THAT THE
SAME CANNOT BE CONVERTED INTO LIMITED LIABILITY COMPANIES PURSUANT TO
SECTION 1.1(E)), TO THE EXTENT APPLICABLE, NEWCO, RICHMOND, RICHMOND ASSOCIATES
CORP. OR STONERIDGE WILL NOT OWN, DIRECTLY OR INDIRECTLY, ANY STOCK OF ANY
CORPORATIONS.
AS OF THE DATE HEREOF EXCEPT AS LISTED ON SCHEDULE 8.2(X), NO SRH
ENTITY HAS ANY OUTSTANDING SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR ITS
MEMBERSHIP OR PARTNERSHIP INTERESTS OR STOCK, AS APPLICABLE, OR OUTSTANDING ANY
RIGHTS TO SUBSCRIBE FOR OR TO PURCHASE, OR ANY OPTIONS FOR THE PURCHASE OF, OR
ANY AGREEMENTS PROVIDING FOR THE ISSUANCE (CONTINGENT OR OTHERWISE) OF, OR ANY
CALLS, COMMITMENTS OR CLAIMS OF ANY CHARACTER
47
relating to, its membership or partnership interests or stock, as applicable, or
to Seller's knowledge, any other agreements which could obligate Seller to
transfer any of its ownership interests in any SRH Entity or to issue or sell
additional membership or partnership interests or stock in any SRH Entity.
(Y)
THE KAUFMAN PARCEL AND HIGH PARCEL (EACH AS
DEFINED BELOW) CONTINUE TO BE DEMISED TO COLUMBUS PURSUANT TO THAT CERTAIN FIRST
AMENDED AND RESTATED LEASE AGREEMENT DATED THE 10TH DAY OF