|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
the satisfaction or waiver of those conditions at the Closing in accordance with this Agreement) have been or will have been satisfied at the time when the Closing would be required to occur pursuant to Section 1.2, (B) Parent and Merger Sub fail to complete the Closing in accordance with Section 1.2, (C) the Debt Financing or any Alternative Financing provided for pursuant to Section 7.16 has been funded or will be funded if the Equity Financing is funded at the Closing and (D) the Company has irrevocably confirmed in a written notice to Parent that it is prepared to close the transactions contemplated by this Agreement.
(g) Notwithstanding anything to the contrary in this Agreement, the maximum aggregate liability of Parent and Merger Sub together for any losses, damages, costs or expenses of the Company, its Subsidiaries or Affiliates related to the failure of the transactions contemplated by this Agreement, or a breach of this Agreement by Parent or Merger Sub or otherwise, shall be limited to an amount equal to: (i) the amount of the Parent Termination Payment, plus (ii) the aggregate amount of any expense reimbursement and indemnification obligations pursuant to Section 7.17, Section 7.18, Section 7.19, and Section 9.5(e) (collectively, the Liability Limitation), and in no event shall the Company, its Subsidiaries, or its Affiliates seek any amount in excess of the Liability Limitation in connection with this Agreement or the transactions contemplated by this Agreement or in respect of any other document, whether at law or equity, in contract, in tort or otherwise.
10.6. Notices. All notices, requests, claims, demands, and other communications hereunder will be in writing and will be deemed given if delivered personally, electronically mailed in .pdf (with confirmation), or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as will be specified by like notice):
If to Parent or Merger Sub, to such entity at:
250 Vesey Street, 15th Floor
New York, New York 10281
Attention: Lowell Baron
with a copy to (which will not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
Attention: Harvey Uris
If to the Company:
Forest City Realty Trust, Inc.
127 Public Square
Cleveland, OH 44114
Attention: General Counsel