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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

5.18. Brokers and Finders. The Company has not employed, and no other Person has employed or arranged on behalf of the Company or any Subsidiary, any broker or finder or incurred any liability for any brokerage fees, commissions, finders’ fees or other similar fee or commission in connection with the Merger or the other Transactions, except for the Company’s engagement of and fees and expenses payable to each of Lazard and Goldman Sachs. The Company has made available to Parent true and complete copies of all agreements between the Company and each of Lazard and Goldman Sachs relating to the Merger and the other Transactions, which agreements disclose all fees payable to each of Lazard and Goldman Sachs.

5.19. Credit Support. Section 5.19 of the Disclosure Schedule sets forth, as of the date of this Agreement, a true and correct list (and the maximum liability amount thereunder) of any form of credit support, financial or performance assurance, guarantees (including, any recourse carve out, completion, carry or payment guaranties), or reimbursement or similar agreement or obligations, to which the Company or Forest City Enterprises, L.P. (“Company OP”) is a party or otherwise providing with respect to any Subsidiary, JV or other Person in which the Company or Company OP has any direct or indirect ownership interest (each, a “Credit Support Agreement”).

5.20. No Other Representations or Warranties. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article VI, (a) Parent and Merger Sub do not make, and have not made, any representations or warranties relating to Parent, Merger Sub or their business or otherwise in connection with the Merger and the other Transactions and the Company is not relying on any representation or warranty except for those expressly set forth in Article VI, (b) no person has been authorized by Parent or Merger Sub to make any representation or warranty relating to Parent, Merger Sub or their business or otherwise in connection with the Merger and the other Transactions, and if made, any such representation or warranty will not be relied upon by the Company as having been authorized by such party, and (c) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to the Company or any of its Representatives are not and will not be deemed to be or include representations or warranties unless any such materials or information is the subject of any express representation or warranty set forth in Article VI.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub each hereby represent and warrant to the Company as follows:

6.1. Organization, Good Standing, and Qualification. Each of Parent and Merger Sub is a legal entity duly organized, validly existing, and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its respective jurisdiction of organization, which, in the case of Merger Sub, is Maryland, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification except where the failure to be in good standing or qualified, or to have such power or authority, individually or in the aggregate, does not and would not reasonably be expected to, prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other Transactions. Parent has made available to the Company a correct and complete copy of the Organizational Documents of each of Parent and Merger Sub, each as amended to the date of this Agreement, and each as so delivered is in full force and effect.

6.2. Corporate Authority. No vote of holders of capital stock of Parent is necessary to approve this Agreement or the Merger and the other Transactions. Each of Parent and Merger Sub has all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement, perform its obligations hereunder, and subject only to the approval of the Merger by the sole stockholder of

 

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