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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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Table of Contents

5.13. Real Property.

(a) (i) As of the date of this Agreement, the Company or a Subsidiary owns fee simple title to, or a valid leasehold interest in, each of the real properties identified in Section 5.13(a)(i) of the Disclosure Schedule (each property so owned, a “Company Property” and collectively, the “Company Properties”), which schedule (A) identifies all of the real estate properties owned (including properties under construction or development) or ground leased by the Company or a Subsidiary as of the date of this Agreement and (B) includes whether such Company Property is fee owned or leased. (ii) Section 5.13(a)(ii) of the Disclosure Schedule sets forth an accurate and complete list of each real property which, as of the date of this Agreement, is under contract by the Company or a Subsidiary for purchase by the Company or a Subsidiary. (iii) Except as set forth on Section 5.13(a)(iii) of the Disclosure Schedule, as of the date of this Agreement, there are no material real properties that the Company is obligated to lease or sublease (for the avoidance of doubt, as lessee or sublessee), in each case at any time following the date hereof.

(b) Each Company Property is owned or ground leased, as applicable, free and clear of Liens, except for Permitted Liens and any other limitations of any kind, if any, that, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or a Material Property Adverse Effect.

(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or a Material Property Adverse Effect, (i) for each Company Property, a policy of title insurance (each, a “Company Title Insurance Policy”) has been issued insuring, as of the effective date of each such insurance policy, fee simple title interest held by the Company or the applicable Subsidiary with respect to the Company Properties that are not subject to the Ground Leases and a valid leasehold estate held by the Company or the applicable Subsidiary with respect to the Company Properties that are subject to Ground Leases, and (ii) to the Knowledge of the Company, such policies are, as of the date of this Agreement, in full force and effect, and no material claim has been made against any such policy that remains outstanding as of the date of this Agreement.

(d) As of the date of this Agreement, neither the Company nor any Subsidiary has received any written notice, and the Company has no Knowledge, of (i) any pending or threatened condemnation, eminent domain or rezoning proceedings or similar actions affecting any of the Company Properties, except for any such proceedings in respect of zoning as have been initiated in connection with the development or redevelopment of the Company Properties set forth in Section 5.13(d) of the Disclosure Schedule or (ii) any material violation of any Laws including any zoning regulation or ordinance (including with respect to parking), board of fire underwriters rules, building, fire, health or similar Law, code, ordinance, order or regulation in respect of any Company Property.

(e) Section 5.13(e) of the Disclosure Schedule sets forth a correct and complete list as of the date of this Agreement of each real property which is leased by the Company or any Subsidiary pursuant to a ground lease (each, a “Ground Lease” and collectively, the “Ground Leases”). The Company has made available to Parent a copy of each Ground Lease and all amendments and other modifications thereto, which copies are correct and complete in all respects. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or a Material Property Adverse Effect, (i) neither the Company nor any Subsidiary is and, to the Knowledge of the Company, no other party is, in breach or violation of, or default under, any Ground Lease, and (ii) each Ground Lease is valid, binding, and enforceable in accordance with its terms and is in full force and effect with respect to the Company or the Subsidiaries and, to the Knowledge of the Company, with respect to the other parties thereto, except, in each case, as enforceability may be limited by the Bankruptcy and Equity Exception.

(f) As of the date of this Agreement, neither the Company nor any Subsidiary has (i) granted or is bound by or subject to the terms of any unexpired option agreements, rights of first offer, rights of first negotiation or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of third Persons to purchase or otherwise acquire a Company Property or any

 

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