HIRE SO MANY OF THE EMPLOYEES DESCRIBED IN EXHIBIT CC (THE
"UNION EMPLOYEES") AS ACQUIRER DEEMS NECESSARY TO MAINTAIN THE BUILDING.
TRANSFERORS SHALL, NO LESS THAN TWENTY (20) DAYS BEFORE THE CLOSING, PROVIDE TO
ACQUIRER A FULL AND ACCURATE LIST OF THE UNION EMPLOYEES COVERED BY THE 2002
COMMERCIAL BUILDING AGREEMENT BETWEEN THE REALTY ADVISORY BOARD ON LABOR
RELATIONS INCORPORATED AND LOCAL 32B-32J SERVICE EMPLOYEES INTERNATIONAL UNION,
AFL-CIO, EFFECTIVE JANUARY 1, 2002 THROUGH DECEMBER 31, 2004 AND THE 2004
ENGINEER AGREEMENT BETWEEN THE REALTY ADVISORY BOARD ON LABOR RELATIONS
INCORPORATED AND LOCAL 94-94A-94B, INTERNATIONAL UNION OF OPERATING ENGINEERS,
AFL-CIO, EFFECTIVE JANUARY 1, 2004 THROUGH DECEMBER 31, 2006 (COLLECTIVELY, THE
"UNION AGREEMENTS") AS OF THAT DATE WITH NAME, ADDRESS, DATE OF HIRE AND
EMPLOYMENT CLASSIFICATION.
TRANSFERORS SHALL ALSO (X) POST AT THE PROPERTY, AND
(Y) PROVIDE A COPY TO LOCAL 32B-32J SERVICE EMPLOYEES INTERNATIONAL UNION,
AFL-CIO, AND LOCAL 94-94A-94B, INTERNATIONAL UNION OF OPERATING ENGINEERS,
AFL-CIO, A NOTICE SETTING FORTH THE UNION EMPLOYEES' RIGHTS UNDER THE DISPLACED
BUILDING SERVICE WORKERS ACT, SECTION 22-505 OF THE ADMINISTRATIVE CODE OF THE
CITY OF NEW YORK, WITH THE AFOREMENTIONED LIST OF UNION EMPLOYEES.
TRANSFERORS
SHALL PAY ALL TERMINATION, SEVERANCE AND ACCRUED VACATION PAYMENTS AND ALL OTHER
PAYMENTS AND BENEFITS ARISING UNDER THE UNION AGREEMENTS, RELATING TO THE PERIOD
BEFORE AND ON THE CLOSING DATE DUE TO THOSE UNION EMPLOYEES THAT ACQUIRER FAILS
TO OFFER EMPLOYMENT TO (THE "TERMINATION PAYMENTS").
AT CLOSING, ACQUIRER SHALL
REIMBURSE TRANSFERORS FOR THE TERMINATION PAYMENTS WHICH CAN BE QUANTIFIED AT
CLOSING AND, IN FURTHERANCE OF SUCH OBLIGATION, ACQUIRER SHALL ESTABLISH AT
CLOSING AN ESCROW ACCOUNT TO BE HELD BY ESCROW AGENT PURSUANT TO AN ESCROW
AGREEMENT IN FORM REASONABLY ACCEPTABLE TO ACQUIRER, TRANSFERORS AND ESCROW
AGENT CONTAINING FUNDS EQUAL TO THE ANTICIPATED AMOUNT OF TERMINATION PAYMENTS
WHICH CAN NOT BE QUANTIFIED AT CLOSING.
NOTWITHSTANDING THE ESTABLISHMENT OF
SUCH ESCROW ACCOUNT, ACQUIRER SHALL INDEMNIFY AND HOLD TRANSFERORS HARMLESS FROM
ANY LIABILITY, CLAIMS, ACTIONS, DAMAGES, JUDGMENTS, PENALTIES, COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, RELATED TO THE FACT THAT
ACQUIRER HAS NOT ACCEPTED, ADOPTED OR ASSUMED THE UNION AGREEMENTS OR THAT
ACQUIRER HAS NOT OFFERED EMPLOYMENT TO ALL OF THE UNION EMPLOYEES.
THIS SECTION
22 SHALL SURVIVE THE CLOSING WITHOUT LIMITATION AS TO TIME.
Section 23.
Tax Deferred Exchange.
Acquirers and its Designee may elect to acquire title to all or a portion of the
Membership Interests other than the Contributed Interests (the "Non-Contributed
Portion") as part of a tax deferred exchange (an "Exchange") pursuant to Section
1031 of the Code, as amended ("Section 1031"), and in connection therewith,
Acquirer may assign all or a portion of its rights under this Agreement with
respect to the Non-Contributed Portion, and/or cause all or any portion of the
Earnest Money or the Cash Component to be paid by a "Qualified Intermediary" (as
defined in regulations relating to Section 1031), or may direct that any
assignments of such of the Membership Interests which are to be the subject of
an Exchange be executed in the name