|FOREST CITY REALTY TRUST, INC. filed this Form DEFM14A on 10/12/2018|
with copies to (which will not constitute notice):
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498
Attention: Joseph Frumkin
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Adam O. Emmerich, Esq.
10.7. Entire Agreement. This Agreement (including any exhibits, annexes and schedules hereto), the Disclosure Schedule, the Equity Commitment Letter, the Guaranty and the Confidentiality Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements, understandings, representations, and warranties, both written and oral, among the parties with respect to the subject matter hereof. Neither this Agreement nor any of the rights, interests, or obligations hereunder will be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other parties. Any purported assignment in contravention of this Agreement is void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the parties and their respective permitted successors and permitted assigns.
10.8. Parties in Interest. This Agreement will be binding upon, and inure solely to the benefit of, the parties and nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement, other than (a) after the Effective Time, with respect to the provisions of Section 7.11 (Indemnification; Directors and Officers Insurance), which will inure to the benefit of the Persons or entities benefiting therefrom who are intended to be third-party beneficiaries thereof, (b) after the Effective Time, the rights of the holders of Stock Certificates and Book Entry Shares to receive the Merger Consideration in accordance with the terms and conditions of this Agreement and (c) after the Effective Time, the rights of the holders of Company Equity Awards to receive the payments contemplated by the applicable provisions of Section 4.3 (Treatment and Payment of Company Equity Awards), and (d) with respect to the Financing Sources Protection Provisions, which will inure to the benefit of the Financing Sources, and the Financing Sources shall be entitled to rely on the Financing Sources Protection Provisions, in each case, in accordance with the terms and conditions of this Agreement. The representations and warranties in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties. Any inaccuracies in such representations and warranties are subject to waiver by the parties in accordance with Section 10.3 (Waiver of Conditions) without notice or liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation among the parties of risks associated with particular matters, regardless of the knowledge of any of the parties. Consequently, Persons other than the parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.
10.9. Obligations of Parent and of the Company. Whenever this Agreement requires a Subsidiary of Parent to take an action such requirement will be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, subject to the limitations set forth in Section 7.1(c)(i), such requirement will be deemed to include an