THE LEASE) AS WELL AS THAT
CERTAIN PURCHASE AND SALE AGREEMENT ("PSA") AND THAT CERTAIN LEASE AGREEMENT
("LEASE") BY AND BETWEEN SELLER AND PURCHASER OF EVEN DATE HEREWITH FOR SELLER'S
INTEREST IN THE PROPERTY AND (III) TO EXECUTE AND DELIVER SUCH OTHER
INSTRUMENTS, DOCUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR APPROPRIATE TO
EFFECT THE FOREGOING TRANSACTIONS AND TO PERFORM AND OBSERVE THE TERMS AND
CONDITIONS OF EACH OF THE DOCUMENTS DESCRIBED ABOVE (SUCH DOCUMENTS BEING
COLLECTIVELY REFERRED TO AS THE "RELEVANT DOCUMENTS").
(C)
THE RELEVANT DOCUMENTS ARE DULY AUTHORIZED,
AND UPON THE CLOSING OF THE TRANSACTION(S) CONTEMPLATED BY THE RELEVANT
DOCUMENTS (THE "CLOSING"), SHALL BE DULY EXECUTED AND DELIVERED BY AUTHORIZED
OFFICERS OF SELLER, SHALL CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF
SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
AND SHALL NOT VIOLATE ANY PROVISION OF ANY AGREEMENT OR JUDICIAL ORDER TO WHICH
SELLER IS OR WILL BE A PARTY OR TO WHICH SELLER OR THE PROPERTY IS OR WILL BE
SUBJECT OR BOUND.
(D)
NEITHER THE EXECUTION AND DELIVERY OF THE
RELEVANT DOCUMENTS NOR PERFORMANCE OF OR COMPLIANCE WITH THE TERMS AND
CONDITIONS THEREOF WILL (I) VIOLATE ANY LAW, RULE OR REGULATION, (II) CONFLICT
WITH OR RESULT IN A BREACH OF OR A DEFAULT UNDER THE ARTICLES OF FORMATION OR
OPERATING AGREEMENT OF SELLER OR ANY OTHER AGREEMENT OR INSTRUMENT TO WHICH
SELLER IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES (NOW OWNED OR
HEREAFTER ACQUIRED) MAY BE SUBJECT OR BOUND OR (III) RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN, CHARGE, SECURITY INTEREST OR ENCUMBRANCE UPON ANY
PROPERTY (NOW OWNED OR HEREAFTER ACQUIRED) OF SELLER, EXCEPT PURSUANT TO THE
RELEVANT DOCUMENTS.
2.
FINANCIAL STATEMENTS.
FINANCIAL
STATEMENTS OF SELLER'S PARENT COMPANY, THE NEW YORK TIMES COMPANY, A NEW YORK
CORPORATION, INTO WHICH SELLER'S FINANCIALS ARE INCLUDED, FOR THE FISCAL YEAR
ENDING DECEMBER 28, 2008 (AUDITED) HERETOFORE FURNISHED BY IT TO
1
PURCHASER ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, HAVE BEEN PREPARED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED
THROUGHOUT THE PERIODS INDICATED AND FAIRLY PRESENT THE FINANCIAL CONDITION OF
SELLER, SUBJECT TO CUSTOMARY YEAR-END ADJUSTMENTS WITH RESPECT TO THE UNAUDITED
FINANCIAL STATEMENTS.
FROM DECEMBER 28, 2008, TO THE DATE HEREOF THERE HAS BEEN
NO ADVERSE CHANGE IN ANY MATERIAL RESPECT IN THE ASSETS, LIABILITIES, CONDITION
(FINANCIAL OR OTHERWISE) OR BUSINESS OF SELLER FROM THAT SET FORTH OR REFLECTED
IN THE ABOVE-MENTIONED FINANCIAL STATEMENTS OTHER THAN CHANGES IN THE ORDINARY
COURSE OF BUSINESS, NONE OF WHICH IS MATERIALLY ADVERSE, AND OTHER THAN CHANGES
RESULTING FROM GENERAL MARKET CONDITIONS, WHICH HAVE NOT MATERIALLY AND
ADVERSELY AFFECTED SELLER'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THE
RELEVANT DOCUMENTS.
3.
CONTRACTS.
THE LIST OF CONTRACTS ON
SCHEDULE 3 IS A TRUE, CORRECT AND COMPLETE LIST OF ALL OF THE UTILITY, SERVICE,
MAINTENANCE AND OTHER SIMILAR CONTRACTS AFFECTING THE PROPERTY TO WHICH SELLER
OR, TO SELLER'S KNOWLEDGE, THE CONDOMINIUM BOARDS (OR EITHER OF THEM) IS A PARTY
("CONTRACTS").
SELLER HAS PROVIDED