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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

Parent Title Insurance Commitments” means those title insurance commitments obtained by Parent or any of its Affiliates or agents prior to the date of this Agreement with respect to any of the Company Properties.

Permitted Lien” means (a) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, landlord’s or repairmen’s liens or other similar common law, statutory or consensual liens arising or incurred in the ordinary course and that relate to obligations that are not delinquent or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established, (b) Liens for Taxes, assessments and other governmental charges not yet due and payable or which may be hereafter paid without penalty or that are being contested in good faith by appropriate proceedings (so long as reserves have been provided to the extent required by applicable Laws and GAAP), (c) Liens imposed by any applicable Law (other than Tax Law) that do not materially adversely interfere with the business of the Company and its Subsidiaries, taken as a whole, (d) Liens incurred in the ordinary course of business since December 31, 2017, (e) Liens securing indebtedness permitted by this Agreement, (f) with respect to any Company Property, any title exception disclosed in any Company Title Insurance Policy, Company Title Insurance Commitment and Parent Title Insurance Commitment, (g) with respect to any ground leased Company Property, Liens imposed on the underlying fee interest in such property that do not materially impair the value, occupancy, or use of such ground leased Company Property in respect of the Company’s and its Subsidiaries’ business, taken as a whole, (h) security given in the ordinary course of business to any public utility, Governmental Authority or other statutory or public authority that does not materially and adversely interfere with the current use of the applicable Company Property, (i) any rights reserved or vested in any person by any original patent or grant or any statutory provision, (j) Liens arising under the Material Contracts or any other Contracts or other arrangements entered into in the ordinary course of business, (k) Liens incurred or deposits made in connection with workman’s compensation, unemployment insurance, and other similar types of social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and obligations, in each case in the ordinary course of business, (l) Liens arising out of, under or in connection with securities Laws that do not materially and adversely interfere with the operation of the business of the Company and its Subsidiaries in the ordinary course, (m) purchase money liens or similar Liens securing rental payments under capital lease arrangements that are not, in the aggregate, material to the Company and its Subsidiaries taken as a whole, (n) Liens in favor of banking or other financial institutions arising as a matter of Law encumbering deposits or other funds maintained with a financial institution and not incurred in connection with the borrowing of money by the Company and its Subsidiaries, (o) Liens resulting from any acts or omissions of, or from facts or circumstances relating to, Parent or Merger Sub, and (p) Liens that will be terminated at or prior to the Closing in accordance with this Agreement; provided, however, that none of the foregoing, individually or in the aggregate, would reasonably be expected to materially adversely affect the use or value of the property to which they relate.

Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Authority or other entity of any kind or nature.

Qualifying Income” means gross income that is described in Section 856(c)(3) of the Code.

Registered” means issued by, registered or filed with, renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.

REIT” means a “real estate investment trust” as defined in Sections 856 through and including 860 of the Code.

REIT Requirements” means the requirements imposed on REITs pursuant to Sections 856 through and including 860 of the Code.

Revolving Credit Facility Agreement” means that certain Credit Agreement, dated as of November 17, 2015, among Forest City Enterprises, Inc., certain of its affiliates party thereto, each lender party thereto, Bank of

 

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