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SEC Filings

FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018
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assets, net revenues, net income or earnings of the Company, taken as a whole, or (iii) any combination of the foregoing, in each case other than the transactions contemplated by this Agreement.

Affiliate” means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with a second Person.

Business Day” means any day ending at 11:59 p.m. (New York City time) (other than a Saturday or Sunday) on which the SDAT, the SEC, and banks in the County of Cuyahoga, Ohio and County of New York, New York are open for general business.

Code” means the Internal Revenue Code of 1986, as amended.

Company Equity Awards” means, collectively, the Company Options, Company Restricted Shares, Company Performance Shares and Company Other Awards.

Company Leases” means each lease or sublease (including ground leases) that was in effect as of the date hereof and to which the Company or any of the Subsidiaries are parties as lessors or sublessors with respect to any Company Property (together with all amendments, modifications, supplements, renewals, exercise of options and extensions related thereto).

Company Title Insurance Commitments” means those title insurance commitments that were made available to Parent prior to the date of this Agreement.

Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of October 19, 2017, by and between BPG Acquisitions LLC and the Company (as it may be amended from time to time).

Disclosure Schedule means the disclosure schedule delivered to Parent by the Company prior to entering into this Agreement.

Environmental Law” means any applicable law, regulation, code, license, common law, permit, order, judgment, decree or injunction from any Governmental Authority concerning the protection of the environment (including air, water, soil, wildlife and natural resources), the health and safety of persons in connection with exposure to Hazardous Substances, or the use, storage, handling, release, exposure to or disposal of Hazardous Substances.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

Existing Indebtedness” means any material agreement, document or other instrument evidencing or securing Indebtedness of the Company or any of its Subsidiaries, including outstanding commitments under any lines of credit, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound.

Financing Failure Event” means any event or circumstance that would reasonably be expected to make all or any portion of the Debt Financing unavailable on the terms and conditions in the Debt Commitment Letter (including, as necessary, any flex terms applicable thereto or any related fee letter).

Financing Sources” means the Lenders and the other entities, if any, that have committed to provide or arrange or otherwise enter into agreements in connection with all or any part of the Debt Financing or other financings (other than the Equity Financing) in connection with the Transactions, including the parties to any joinder agreements or credit agreements entered into pursuant to the Debt Commitment Letter or relating thereto, together with their respective Affiliates, and their respective Affiliates’, officers, directors, employees, agents and representatives, and their respective successors and assigns, in each case in their respective capacities as such.