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SEC Filings

DEFM14A
FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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that remains in effect, and no request for a ruling, relief, advice, or any other item that relates to the Taxes or Tax Returns of the Company or any of its Subsidiaries is currently pending with any Governmental Authority.

(k) As of January 1, 2016, the amount of built-in gain on assets held by the Company and its Subsidiaries the disposition of which would be subject to rules similar to Section 1374 of the Code (or otherwise result in any “built-in gains” Tax under Section 337(d) of the Code and the applicable Treasury Regulations thereunder) was approximately $6.7 billion.

(l) Section 5.15(l) of the Disclosure Schedule sets forth as of the date of this Agreement the classification for U.S. federal income Tax purposes of each Subsidiary of the Company.

5.16. Intellectual Property.

(a) Section 5.16(a) of the Disclosure Schedule contains a list of all material Registered Intellectual Property owned by the Company or its Subsidiaries as of the date of this Agreement, indicating for each item, the registration or application number, and the applicable filing jurisdiction (or applicable registrar in the case of Internet domain names).

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

(i) the Company or its Subsidiaries owns or otherwise has the right to use all Intellectual Property necessary to the continued operation of its business as currently conducted;

(ii) neither the Company nor any of its Subsidiaries has received any written claim that remains unresolved alleging that the Company or its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property of any third party;

(iii) the conduct of the business of the Company and its Subsidiaries as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property of any third party;

(iv) to the Knowledge of the Company, no third party is infringing, misappropriating or otherwise violating any Intellectual Property owned by the Company or its Subsidiaries;

(v) the Company and its Subsidiaries have taken reasonable measures to protect the confidential nature of the trade secrets and confidential information that they own or use; and

(vi) the Company’s and its Subsidiaries’ IT Assets operate and perform as required by the Company or its Subsidiaries in connection with their business and have not had a breach of security or materially malfunctioned or failed since the Applicable Date.

5.17. Insurance. The Company and its Subsidiaries have all material policies of insurance covering the Company, its Subsidiaries and any of their respective employees, properties or assets, including policies of life, property, fire, flood, wind, earthquake, California earthquake on California commercial properties, rental loss, workers’ compensation, directors’ and officers’ liability and other casualty and liability insurance, that is in a form and amount that is customarily carried by persons conducting business similar to that of the Company and which the Company believes is adequate for the operation of its business. Section 5.17 of the Disclosure Schedule sets forth a complete and accurate list of all material insurance policies (including information on the premiums payable in connection therewith and the type and amount of the coverage provided thereunder) maintained by the Company or any of its Subsidiaries as of the date of this Agreement. All such insurance policies are in full force and effect, and, as of the date hereof, no written notice of cancellation has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a breach or default, by any insured thereunder, or permit termination or modification, of any of the policies, except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole. All premiums due with respect to all such policies have been paid, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. As of the date of this Agreement, there is no material claim pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies, and there has been no threatened termination of, or material premium increase with respect to, any such policy.

 

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