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No. 2369 approving a counter offer from and a contract of purchase and sale with Key S.B. LLC and other related matters
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No. 2369 approving a counter offer from and a contract of purchase and sale with Key S.B. LLC and other related matters
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8/12/2009 12:20:46 PM
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<br />be assigned by the Company without the written consent of the Commission, which consent may <br />be withheld for any reason. <br />12. The parties hereby acknowledge that the Commission and Baker & Daniels, LLP <br />(the "Law Firm"), a current tenant of the Company, have entered into a letter agreement (the <br />"Letter Agreement") providing that sixty (60) parking spaces shall be made available in the <br />Commission's Wayne Street Garage for monthly rental by the employees or principals of the <br />Law Firm by December 1, 2007 or such later time when the Law Firm commences its relocation <br />into the building commonly known as the KeyBank Property, which is owned by the Company <br />and immediately adjacent to east of the Property. The Letter Agreement further provides that <br />beginning in 2008 the Commission will further identify an estimated four (4) additional parking <br />spaces per year through the calendar year 2011 based upon the Law Firm's projected growth. <br />Per the terms of the Letter Agreement, the Commission's commitment is intended to be <br />coterminous with the fifteen (15) year term of the lease between the Company and the Law Firm. <br />To the extent that the Commission materially breaches the terms of the Letter Agreement and the <br />Law Firm seeks recover damages from either the Company or the Commission as a result of such <br />breach, the Commission hereby agrees to indemnify, protect, defend, and hold harmless the <br />• Company from and against any and all damages suffered or incurred by the Company as a sole <br />result of the Commission's breach of the Letter Agreement. <br />13. The Commission and Company each represent that no real estate commissions are <br />due and owing to any party with respect to this transaction. Both parties hereby agree to <br />indemnify and save harmless the other from and against any and all claims or liability for real <br />estate commissions arising out of this transaction attributable to the indemnifying party. <br />14. The Company represents that it currently holds the Property for productive use in <br />its trade or business or for investment and that it may elect to conduct alike-kind exchange <br />through the purchasing of another property from another person in accordance with the <br />provisions set forth at 26 USC § 1031 and the applicable Treasury Regulations to obtain a tax <br />benefit. The Commission hereby agrees to accommodate such an exchange, to the extent <br />practically reasonable, including the execution of certificates necessary to effectuate or evidence <br />such an exchange. Notwithstanding any other provision to the contrary, it is the sole <br />responsibility of the Company to insure that the exchange occurs in a manner that qualifies the <br />Company for a tax benefit, whether pursuant to 26 USC § 1031 or otherwise. The finality or <br />completeness of the transaction described herein is not contingent upon the Company's <br />successful receipt of a tax benefit for such exchange. <br />• <br />7 <br />
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