notice to any other
Person (including any governmental entity) is required to be made, obtained or
given by AmREIT SCA in connection with the execution and delivery of this
Agreement or any other Transaction Document except for those which have been
heretofore obtained.
(iv) Neither the execution or delivery of this Agreement nor any other
Transaction Document does or will, with or without the giving of notice, lapse
of time or both, (i) violate, conflict with or constitute a default under any
term or provision of (A) any agreement to which AmREIT SCA is a party or by
which it is bound, or (B) any judgment, decree, order, statute, injunction, rule
or regulation of a governmental entity applicable to AmREIT SCA or by which
AmREIT SCA or its assets or properties are bound, or (ii) result in the creation
of any lien or encumbrance upon AmREIT SCA or its assets.
(v) The members of AmREIT SCA are AmREIT Ltd. and ARIC.
The sole member of
AmREIT Ltd. is AmREIT Corp.
The sole member of ARIC is AmREIT.
The sole member
of AmREIT Corp is AmREIT.
(vi) AmREIT SCA has delivered to Acquisition true and complete copies of the
engineering and environmental reports with respect to the Property in the
possession of AmREIT SCA or its Affiliates.
(vii) Neither the purchaser nor, to AmREIT SCA's knowledge, the seller is in
default or has breached any of its respective obligations, representations,
warranties or covenants under the Purchase Agreement.
To AmREIT SCA's
knowledge, the representations and warranties set forth in the Purchase
Agreement, if made on and as of the date hereof, are true and correct in all
material respects.
For purposes of the immediately preceding sentence, all
references to "AmREIT SCA's knowledge" or words of similar import shall be
deemed to include the knowledge of AmREIT SCA hereunder as well as the knowledge
of ARIC as "purchaser" under the Purchase Agreement.
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Table of Contents
SECTION 11.17. Right to Participate; Right of First Offer.
(a) If (x) with respect to Acquisition, Acquisition or another Affiliated entity
for which J.P. Morgan Investment Management Inc. is then acting as agent or
independent advisor in connection with the Adjacent Property Acquisition or (y)
with respect to AmREIT SCA, AmREIT Ltd., AmREIT or any of their respective
Affiliates (such party, the "Adjacent Property Offeror"), shall, at any time
AmREIT SCA or an Affiliate thereof is a Member hereunder, desire to purchase,
ground lease or otherwise control any property adjacent to the Property and
known as Pearland Town Center South (CBL development) on the southwest corner,
Silverlake Village South on the southeast corner and The Crossing at 518 South
on the northeast corner (an "Adjacent Property Acquisition"), the Adjacent
Property Offeror shall (and shall cause its applicable Affiliate to) provide
prior written notice thereof to the other Member (the "Adjacent Property
Offeree") prior to entering into or negotiating any such arrangements with
respect thereto.
Such notice shall contain a reasonably detailed description of
the proposed Adjacent