determining Fair Market Value, the appraiser(s) shall assume that neither
HRPT nor GOV is under a compulsion to sell or purchase, and that both parties
are typically motivated, well-informed and well-advised, and each is acting in
what it considers its own best interest.
(9)
"CHARTER":
WITH RESPECT TO ANY ENTITY, ITS CONSTITUENT GOVERNING
DOCUMENTS, INCLUDING, BY WAY OF EXAMPLE, ITS CERTIFICATE OF INCORPORATION AND
BY-LAWS (IF A CORPORATION), ITS OPERATING AGREEMENT AND CERTIFICATE OF FORMATION
(IF A LIMITED LIABILITY COMPANY), ITS DECLARATION OF TRUST AND BY-LAWS (IF A
REAL ESTATE INVESTMENT TRUST) AND ITS LIMITED PARTNERSHIP AGREEMENT AND
CERTIFICATE OF LIMITED PARTNERSHIP (IF A LIMITED PARTNERSHIP).
(10)
"CODE":
THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS FROM
TIME TO TIME IN EFFECT, AND ANY SUCCESSOR LAW, AND ANY REFERENCE TO ANY
STATUTORY PROVISION SHALL BE DEEMED TO BE A REFERENCE TO ANY SUCCESSOR STATUTORY
PROVISION.
(11)
"COMMISSION":
THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION.
(12)
"CONTRACT":
ANY LEASE, CONTRACT, INSTRUMENT, LICENSE, AGREEMENT,
SALES ORDER, PURCHASE ORDER, OPEN BID OR OTHER OBLIGATION OR COMMITMENT (WHETHER
OR NOT WRITTEN) AND ALL RIGHTS AND OBLIGATIONS THEREIN OR THEREUNDER.
(13)
"COVERED LIABILITIES":
AS DEFINED IN SECTION 5.1.
3
(14)
"CREDIT FACILITY": THE REVOLVING CREDIT FACILITY AMONG GOV, GOV LLC
AND BANK OF AMERICA, N.A. AND THE OTHER LENDERS PARTY THERETO DATED APRIL 24,
2009.
(15)
"DISPUTES":
AS DEFINED IN SECTION 7.1(A).
(16)
"EFFECTIVE DATE":
THE DATE ON WHICH THE GOV COMMON SHARES SOLD
PURSUANT TO THE GOV REGISTRATION STATEMENT ARE PAID FOR BY THE UNDERWRITERS
NAMED THEREIN.
(17)
"ENTITY":
A REAL ESTATE INVESTMENT TRUST, A CORPORATION, A LIMITED
LIABILITY COMPANY, A PARTNERSHIP, AN ASSOCIATION, A TRUST OR ANY OTHER ENTITY OR
ORGANIZATION, INCLUDING A GOVERNMENT OR POLITICAL SUBDIVISION OR ANY AGENCY OR
INSTRUMENTALITY THEREOF.
(18)
"EXCHANGE ACT":
THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED AND IN EFFECT FROM TIME TO TIME.
(19)
"GAAP": GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AS IN EFFECT FROM
TIME TO TIME IN THE UNITED STATES OF AMERICA.
(20)
"GOV":
THE MEANING GIVEN IN THE PREAMBLE TO THIS AGREEMENT.
(21)
"GOV COMMON SHARES":
COMMON SHARES OF BENEFICIAL INTEREST, $0.01
PAR VALUE OF GOV.
(22)
"GOV EXPENSES":
(A) ALL COSTS, EXPENSES, FEES AND UNDERWRITING
COMMISSIONS (INCLUDING IN EACH CASE THE REASONABLE FEES AND DISBURSEMENTS OF
COUNSEL) OF GOV AND GOV LLC, INCIDENT TO (I) THE DRAFTING, NEGOTIATION,
EXECUTION AND DELIVERY OF THIS AGREEMENT AND ALL OTHER AGREEMENTS, INSTRUMENTS
AND DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH, (II) THE PREPARATION,
PRINTING, FILING AND DISTRIBUTION UNDER THE SECURITIES ACT OF THE GOV
REGISTRATION STATEMENT
(INCLUDING FINANCIAL STATEMENTS AND EXHIBITS), EACH
PRELIMINARY PROSPECTUS AND PROSPECTUS IN CONNECTION THEREWITH AND ALL AMENDMENTS
AND SUPPLEMENTS TO ANY OF THEM, (III) THE REGISTRATION OR QUALIFICATION OF THE
GOV COMMON SHARES FOR OFFER AND SALE UNDER THE SECURITIES AND BLUE SKY LAWS OF
THE SEVERAL STATES, (IV) THE INITIAL LISTING OF THE GOV COMMON SHARES ON THE NEW
YORK STOCK EXCHANGE, (V) FURNISHING SUCH COPIES OF THE GOV REGISTRATION
STATEMENT, THE FINAL PROSPECTUS CONTAINED THEREIN AND