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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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portion thereof or (ii) entered into any contract for the sale or ground lease of any Company Property or any portion thereof.

(g) Complete (in all material respects) copies of all Company Leases that constitute a Material Contract under Section 5.11(a)(iv) (hereinafter, the “Material Company Leases”), in each case in effect as of the date hereof, have been made available to Parent. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or a Material Property Adverse Effect or as set forth in Section 5.13(g) of the Disclosure Schedule, there is no breach or violation of, or default under any Material Company Lease either by the Company or any Subsidiary, or, to the Knowledge of the Company and as of the date hereof, any other party thereto, which violation or breach remains outstanding and uncured and no event has occurred that, with the lapse of time, the giving of notice or both would constitute a breach, violation or default by the Company or any Subsidiary under any Material Company Lease.

(h) Section 5.13(h) of the Disclosure Schedule lists the parties (other than the Company or a Subsidiary) currently providing third-party property management services to the Company or a Subsidiary and identifies the Company Properties currently managed by each such party as of the date of this Agreement.

5.14. Environmental Matters.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(i) The Company and its Subsidiaries have been since the Applicable Date and are in compliance with all Environmental Laws applicable to the operation of its business;

(ii) The Company and its Subsidiaries possess all permits, licenses, registrations, identification numbers, authorizations and approvals required under applicable Environmental Laws (“Environmental Permits”) for the ownership and operation of the business as presently conducted, all of such Environmental Permits are valid and in full force and effect, and the Company and its Subsidiaries are in compliance with the terms and conditions of the Environmental Permits;

(iii) Since the Applicable Date, the Company and its Subsidiaries have not received any written claim, notice of violation or citation concerning any violation or alleged violation of or liability under any applicable Environmental Law or with respect to any release of Hazardous Substances, and to the Knowledge of the Company, none of the Company or its Subsidiaries is subject to any investigation by a Governmental Authority with respect to such matters, except for matters that have been fully resolved with no further obligations or are no longer outstanding;

(iv) There are no writs, injunctions, decrees, orders or judgments or any actions, suits or proceedings pending or threatened concerning compliance by the Company or any Subsidiary with any Environmental Law, except for matters that have been fully resolved with no further obligations or are no longer outstanding; and

(v) To the Knowledge of the Company, as of the date of this Agreement, there are no occurrences or conditions that would be reasonably expected to result in the Company and its Subsidiaries, taken as a whole, incurring material liability pursuant to Environmental Law.

(b) The Company has provided or made available to Parent all material environmental assessments, reports, audits and all material correspondence and documents relating to any material claims or investigations pursuant to Environmental Law open or pending as of the date of this Agreement, and any material orders, writs, injunctions, and judgments relating to Environmental Law that are in effect as of the date of this Agreement, in each case that are in the possession of the Company and its Subsidiaries as of the date of this Agreement.

5.15. Taxes.

(a) Each of the Company and its Subsidiaries has timely filed (taking in account extensions validly obtained) all material Tax Returns that are required to be filed and all such Tax Returns are true and complete in

 

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