Page | (sequential) | | | | (alphabetic) | Top |
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| | |
- Alternative Formats (Word, et al.)
- Absence of Public Market; Risk of Changes in Share Price
- Acquisition Strategies
- Additional Amendments
- Additional Covenants
- Advance Notice of Director Nominations and New Business
- Adverse Consequences of Debt Financing
- Agreement Regarding Palomino Park
- Agreements with the Surviving Trust and ERP Operating Partnership
- Agreements with WRP Newco
- Amendment to Declaration and Bylaws
- Amendment to the Charter and Bylaws
- American Cyanamid Office Complex
- Annual Distribution Requirements
- Anticipated Accounting Treatment
- Antitakeover Effect Resulting From a Staggered Board/Ability of Newco to Issue Preferred Shares/and Certain Provisions of Maryland Law
- Appointment of Exchange Agent
- Appraisal Rights
- Approval of WRP Newco Additional Share Offering
- Approval of WRP Newco's 1997 Management Incentive Plan
- Articles of Merger
- Asset Tests
- Authorized and Issued Shares
- Background of and Reasons for the Distribution
- Background of the Merger
- Bankruptcy Considerations
- Benefits of Key Executives
- Board Committees
- Boards of Trustees
- Business Combinations
- Business Objectives and Operating Strategies
- Cash
- Certain Agreements between WRP Newco and ERP Operating Partnership
- Certain Federal Income Tax Consequences
- Certain Provisions of Maryland Law and of Wrp Newco's Charter and Bylaws
- Changes in Policies Without Stockholder Approval
- Chatham, New Jersey
- Class A Common Stock
- Classification of the Board of Directors
- Classification or Reclassification of Common Stock or Preferred Stock
- Committees of the Board of Trustees
- Common Stock
- Common Stock and Preferred Stock Purchase Agreement
- Comparative Per Share Data
- Comparative Share Prices
- Comparison of Rights of Shareholders
- Compensation Committee Interlocks and Insider Participation
- Compensation of Directors
- Compensation of Trustees
- Conditions
- Conditions; Termination
- Conduct of Business Pending the Merger
- Conflicts of Interest
- Consequences of Failure to Qualify as a REIT
- Consulting Agreements
- Contribution and Distribution Agreement
- Contribution and Distribution, The
- Contribution of Assets of Wellsford to ERP Operating Partnership
- Control and Influence by Significant Shareholders of EQR
- Conversion of Shares
- Costs of Compliance with the Americans with Disabilities Act and Similar Laws
- Covenants
- Credit Enhancement Agreement
- Dependence on Key Personnel
- Dependence on Rental Income from Real Property
- Description of Capital Stock of WRP Newco
- Difficulty of Locating Suitable Investments; Competition
- Directors and Executive Officers
- Disposition Strategies
- Dissolution of WRP Newco
- Distribution Requirements Potentially Increasing Indebtedness of the Surviving Trust
- Effective Time of the Merger
- Effect on Common Stock Price of Shares Available for Future Sale
- Employment Agreements
- Eqr
- Equity
- Equity Investments with Third Parties
- Equity Residential Properties Trust
- Equity Residential Properties Trust Selected Historical and Combined Financial Data
- Events of Default
- Exchange of Certificates
- Executive Compensation
- Exemptions for Mr.Zell and Others from Maryland Business Combination Law which Tend to Inhibit Takeovers
- Experts
- Financing Policies
- General
- General Provisions
- General Risks
- Greenbrook Corporate Center
- Gross Income Tests
- Hedging Policies/Risks
- Interests of Certain Persons in the Merger and Distribution
- Investment Policies
- Investments in Debt Instruments
- Key Employee
- Legal Matters
- Lending Policies
- Limitation of Liability and Indemnification
- Limitation on Remedies
- Listing and Trading of WRP Newco Common
- Management and Operation of the Surviving Trust After the Merger
- Management of WRP Newco
- Management's Discussion and Analysis of Wellsford Real Properties, Inc. (Predecessor)
- Manner of Effecting the Contribution and Distribution
- Meetings of Shareholders, The
- Meetings of Stockholders
- Merger, Consolidation, Sale of Assets
- Mergers, Consolidations, and Sale of Substantially all Assets
- Merger, The
- Mortgage Loans
- Nature of Investments Made by WRP Newco; Illiquidity of Real Estate Investments
- No Prior Operating History
- No Solicitation of Other Transactions
- Operating Risks
- Opinion of Financial Advisor - EQR
- Opinion of Financial Advisor - Wellsford
- Options
- Other Laws
- Other Tax Considerations
- Ownership Limit and Limits on Changes in Control
- Palomino Park
- Phase II Tri-Party Agreement
- Phase I Tri-Party Agreement
- Policies of the Surviving Trust With Respect to Certain Activities
- Policies with Respect to Certain Activities of WRP Newco
- Policies with Respect to Other Activities
- Potential Change in Relative Stock Prices
- Potential Environmental Liability Affecting the Surviving Trust
- Potential Environmental Liability Related to the Properties
- Power to Issue Additional Shares of Common Stock and Preferred Stock
- Preferred Stock
- Principal Stockholders of Wrp Newco
- Real Estate Investment Considerations
- Reasons for the Merger; Recommendation of the EQR Board of Trustees
- Reasons for the Merger; Recommendation of the Wellsford Board of Trustees
- Registration Rights Agreement
- Regulatory Matters
- Removal of Directors
- Report of Independent Auditors
- Representations and Warranties; Conditions to the Merger
- Representations and Warranties of Eqr
- REPRESENTATIONS AND WARRANTIES OF Wellsford
- Restrictions on the Ownership, Transfer or Issuance of Shares
- Risk Factors
- Risk of Loss on Commercial Mortgage-Backed Securities
- Risks of Acquisition, Development, Construction and Renovation Activities
- Series A 8% Convertible Redeemable Preferred Stock
- Shareholder Proposals
- Shares Available for Resale
- Sonterra Assets
- Sonterra Loan
- Special Meetings
- State and Local Taxes
- Stock Exchange Listing
- Summary
- Surviving Trust
- Surviving Trust Selected Unaudited Pro Forma Combined Financial Data
- Table of Contents
- Tax Allocations With Respect to the Properties
- Tax Consequences of the Distribution
- Termination, Amendment and Waiver
- Termination Fee and Expenses
- Termination Payments if Merger Fails to Occur
- Termination Provisions
- Terms of the Merger
- The Contribution and Distribution
- The Meetings of Shareholders
- The Merger
- Trustees and Executive Officers
- Uninsured Loss
- Waiver and Amendment
- Wellsford
- Wellsford Real Properties, Inc
- Wellsford Real Properties, Inc. (Predecessor) Combined Balance Sheets
- Wellsford Real Properties, Inc. (Predecessor) Combined Income Statement
- Wellsford Real Properties, Inc. (Predecessor) Combined Statements of Cash Flow
- Wellsford Real Properties, Inc. (Predecessor) Pro Forma Combined Balance Sheet
- Wellsford Real Properties, Inc. (Predecessor) Pro Forma Combined Income Statement
- Wellsford Residential Property Trust Selected Historical Financial Data
- Wrp Newco Dividend Policy
- Wrp Newco Pro Forma Capitalization
- WRP Newco Risk Factors
- Wrp Newco's Certain Transactions
- WRP Newco's Initial Assets
- 1.10 Completion of Contribution Agreement
- 1.11 Reversal of Direction of Merger
- 1.12 Change in Number of Spin-Off Shares
- 1.1 The Merger
- 1.2 Newco Transactions
- 1.3 Closing
- 1.4 Effective Time
- 1.5 Amendments and Restatements of Wellsford's Declaration of Trust
- 1.6 Amendment and Restatement of Wellsford's Bylaws
- 1.7 Trustees
- 1.8 Effect on Shares of Beneficial Interest and Options
- 1.9 Exchange Ratio
- 2.10 Related Party Transactions
- 2.11 Absence of Changes in Benefit Plans; ERISA Compliance
- 2.12 Employee Policies
- 2.13 Taxes
- 2.14 No Payments to Employees, Officers, Trustees or Directors
- 2.15 Brokers; Schedule of Fees and Expenses
- 2.16 Compliance with Laws
- 2.17 Contracts; Debt Instruments
- 2.18 Opinion of Financial Advisor
- 2.19 State Takeover Statutes
- 2.1 Organization, Standing and Power of Wellsford
- 2.20 Registration Statement
- 2.21 Development Properties
- 2.22 EQR Shares of Beneficial Interest
- 2.23 Investment Company Act of 1940
- 2.24 Intentionally Omitted
- 2.25 Definition of Knowledge of Wellsford
- 2.2 Wellsford Subsidiaries
- 2.3 Capital Structure
- 2.4 Authority; Noncontravention; Consents
- 2.5 SEC Documents; Financial Statements; Undisclosed Liabilities
- 2.6 Absence of Certain Changes or Events
- 2.7 Litigation
- 2.8 Properties
- 2.9 Environmental Matters
- 3.10 Environmental Matters
- 3.11 Taxes
- 3.12 Brokers; Schedule of Fees and Expenses
- 3.13 Compliance with Laws
- 3.14 Contracts; Debt Instruments
- 3.15 Opinion of Financial Advisor
- 3.16 State Takeover Statutes
- 3.17 Registration Statement
- 3.18 Wellsford Shares of Beneficial Interest
- 3.19 Intentionally Omitted
- 3.1 Organization, Standing and Power of EQR
- 3.20 Investment Company Act of 1940
- 3.21 Definition of Knowledge of EQR
- 3.2 Capital Structure
- 3.3 Organization, Standing and Power of ERP Operating Partnership
- 3.4 Capital Structure of ERP Operating Partnership
- 3.5 Authority; Noncontravention; Consents
- 3.6 SEC Documents; Financial Statements; Undisclosed Liabilities
- 3.7 Absence of Certain Changes or Events
- 3.8 Litigation
- 3.9 Properties
- 4.1 Acquisition Proposals
- 4.2 Conduct of Wellsford's Business Pending Merger
- 4.3 Conduct of EQR's Business Pending Merger
- 4.4 Covenant of EQR
- 4.5 Other Actions
- 4.6 Filing of Certain Reports
- 5.10 Benefit Plans and Other Employee Arrangements
- 5.11 Indemnification
- 5.12 Contribution Agreement
- 5.13 Declaration of Dividends and Distributions
- 5.14 Consulting Agreements
- 5.15 Transfer of Management Company Shares
- 5.16 Transfer of Wellsford Assets After Effective Time
- 5.17 Notices
- 5.18 Resignations
- 5.19 Third Party Management Agreements
- 5.1 Preparation of the Registration Statement and the Proxy Statement; Wellsford Shareholders Meeting and EQR Shareholders Meeting
- 5.20 Repayment of Certain Indebtedness
- 5.2 Access to Information: Confidentiality
- 5.3 Best Efforts; Notification
- 5.4 Costs of Transaction
- 5.5 Tax Treatment
- 5.6 Public Announcements
- 5.7 Listing
- 5.8 Letters of Accountants
- 5.9 Transfer and Gains Taxes
- 6.1 Conditions to Each Party's Obligation to Effect the Merger
- 6.2 Conditions to Obligations of EQR
- 6.3 Conditions to Obligations of Wellsford
- 7.1 Termination
- 7.2 Certain Fees and Expenses
- 7.3 Effect of Termination
- 7.4 Amendment
- 7.5 Extension; Waiver
- 8.10 Non-Recourse
- 8.1 Nonsurvival of Representations and Warranties
- 8.2 Notices
- 8.3 Interpretation
- 8.4 Counterparts
- 8.5 Entire Agreement; No Third-Party Beneficiaries
- 8.6 Governing Law
- 8.7 Assignment
- 8.8 Enforcement
- 8.9 Severability
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1 | 1st Page - Filing Submission
|
" | Equity Residential Properties Trust
|
18 | Wellsford Real Properties, Inc
|
20 | Summary
|
21 | Eqr
|
22 | Wellsford
|
" | Terms of the Merger
|
28 | Risk Factors
|
30 | Appraisal Rights
|
31 | Certain Federal Income Tax Consequences
|
32 | Anticipated Accounting Treatment
|
" | No Solicitation of Other Transactions
|
34 | The Meetings of Shareholders
|
35 | Surviving Trust
|
44 | Comparative Per Share Data
|
46 | Comparative Share Prices
|
50 | WRP Newco Risk Factors
|
51 | WRP Newco's Initial Assets
|
52 | Certain Agreements between WRP Newco and ERP Operating Partnership
|
56 | Conflicts of Interest
|
57 | Potential Change in Relative Stock Prices
|
58 | Termination Payments if Merger Fails to Occur
|
" | Real Estate Investment Considerations
|
" | General
|
59 | Potential Environmental Liability Affecting the Surviving Trust
|
60 | Consequences of Failure to Qualify as a REIT
|
61 | Dependence on Key Personnel
|
" | Distribution Requirements Potentially Increasing Indebtedness of the Surviving Trust
|
" | Ownership Limit and Limits on Changes in Control
|
63 | Control and Influence by Significant Shareholders of EQR
|
" | Exemptions for Mr.Zell and Others from Maryland Business Combination Law which Tend to Inhibit Takeovers
|
64 | General Risks
|
65 | Difficulty of Locating Suitable Investments; Competition
|
" | Nature of Investments Made by WRP Newco; Illiquidity of Real Estate Investments
|
" | Risks of Acquisition, Development, Construction and Renovation Activities
|
66 | Dependence on Rental Income from Real Property
|
67 | Operating Risks
|
" | Adverse Consequences of Debt Financing
|
68 | Covenants
|
" | Equity Investments with Third Parties
|
69 | Investments in Debt Instruments
|
" | Mortgage Loans
|
70 | Risk of Loss on Commercial Mortgage-Backed Securities
|
71 | Limitation on Remedies
|
" | Bankruptcy Considerations
|
" | No Prior Operating History
|
" | Uninsured Loss
|
72 | Potential Environmental Liability Related to the Properties
|
73 | Absence of Public Market; Risk of Changes in Share Price
|
" | Changes in Policies Without Stockholder Approval
|
" | Costs of Compliance with the Americans with Disabilities Act and Similar Laws
|
74 | Other Laws
|
" | Effect on Common Stock Price of Shares Available for Future Sale
|
" | Hedging Policies/Risks
|
" | Antitakeover Effect Resulting From a Staggered Board/Ability of Newco to Issue Preferred Shares/and Certain Provisions of Maryland Law
|
79 | The Merger
|
" | Background of the Merger
|
84 | Reasons for the Merger; Recommendation of the EQR Board of Trustees
|
87 | Reasons for the Merger; Recommendation of the Wellsford Board of Trustees
|
89 | Opinion of Financial Advisor - EQR
|
95 | Opinion of Financial Advisor - Wellsford
|
103 | Effective Time of the Merger
|
" | Representations and Warranties; Conditions to the Merger
|
105 | Regulatory Matters
|
" | Termination Provisions
|
106 | Termination Fee and Expenses
|
107 | Conversion of Shares
|
109 | Appointment of Exchange Agent
|
" | Exchange of Certificates
|
" | Conduct of Business Pending the Merger
|
113 | Waiver and Amendment
|
" | Stock Exchange Listing
|
" | Shares Available for Resale
|
114 | Contribution of Assets of Wellsford to ERP Operating Partnership
|
118 | Asset Tests
|
119 | Gross Income Tests
|
121 | Annual Distribution Requirements
|
124 | Tax Allocations With Respect to the Properties
|
128 | Other Tax Considerations
|
" | State and Local Taxes
|
129 | Interests of Certain Persons in the Merger and Distribution
|
" | Benefits of Key Executives
|
133 | Agreements with the Surviving Trust and ERP Operating Partnership
|
" | Consulting Agreements
|
134 | Agreements with WRP Newco
|
" | Employment Agreements
|
136 | Surviving Trust Selected Unaudited Pro Forma Combined Financial Data
|
139 | Equity Residential Properties Trust Selected Historical and Combined Financial Data
|
142 | Wellsford Residential Property Trust Selected Historical Financial Data
|
155 | Policies of the Surviving Trust With Respect to Certain Activities
|
" | Business Objectives and Operating Strategies
|
" | Acquisition Strategies
|
156 | Disposition Strategies
|
" | Investment Policies
|
157 | Financing Policies
|
158 | Lending Policies
|
159 | Policies with Respect to Other Activities
|
" | Management and Operation of the Surviving Trust After the Merger
|
" | Trustees and Executive Officers
|
165 | Committees of the Board of Trustees
|
" | Compensation of Trustees
|
166 | Comparison of Rights of Shareholders
|
" | Authorized and Issued Shares
|
167 | Amendment to Declaration and Bylaws
|
168 | Special Meetings
|
" | Boards of Trustees
|
169 | Mergers, Consolidations, and Sale of Substantially all Assets
|
170 | Restrictions on the Ownership, Transfer or Issuance of Shares
|
174 | Additional Amendments
|
175 | The Contribution and Distribution
|
176 | Background of and Reasons for the Distribution
|
" | Manner of Effecting the Contribution and Distribution
|
177 | Listing and Trading of WRP Newco Common
|
" | Conditions; Termination
|
178 | Contribution and Distribution Agreement
|
179 | Tax Consequences of the Distribution
|
185 | Wrp Newco Pro Forma Capitalization
|
187 | Wrp Newco Dividend Policy
|
188 | American Cyanamid Office Complex
|
189 | Greenbrook Corporate Center
|
190 | Chatham, New Jersey
|
" | Palomino Park
|
192 | Sonterra Assets
|
" | Sonterra Loan
|
193 | Cash
|
" | Common Stock and Preferred Stock Purchase Agreement
|
" | Common Stock
|
194 | Preferred Stock
|
195 | Events of Default
|
" | Registration Rights Agreement
|
197 | Agreement Regarding Palomino Park
|
199 | Phase I Tri-Party Agreement
|
200 | Phase II Tri-Party Agreement
|
" | Credit Enhancement Agreement
|
201 | Policies with Respect to Certain Activities of WRP Newco
|
203 | Management of WRP Newco
|
" | Directors and Executive Officers
|
205 | Key Employee
|
206 | Compensation of Directors
|
" | Board Committees
|
207 | Executive Compensation
|
209 | Compensation Committee Interlocks and Insider Participation
|
" | Principal Stockholders of Wrp Newco
|
211 | Wrp Newco's Certain Transactions
|
212 | Management's Discussion and Analysis of Wellsford Real Properties, Inc. (Predecessor)
|
214 | Report of Independent Auditors
|
215 | Wellsford Real Properties, Inc. (Predecessor) Combined Balance Sheets
|
216 | Wellsford Real Properties, Inc. (Predecessor) Combined Income Statement
|
217 | Wellsford Real Properties, Inc. (Predecessor) Combined Statements of Cash Flow
|
223 | Wellsford Real Properties, Inc. (Predecessor) Pro Forma Combined Income Statement
|
226 | Wellsford Real Properties, Inc. (Predecessor) Pro Forma Combined Balance Sheet
|
227 | Equity
|
229 | Description of Capital Stock of WRP Newco
|
231 | Classification or Reclassification of Common Stock or Preferred Stock
|
" | Power to Issue Additional Shares of Common Stock and Preferred Stock
|
" | Class A Common Stock
|
233 | Series A 8% Convertible Redeemable Preferred Stock
|
238 | Options
|
" | Certain Provisions of Maryland Law and of Wrp Newco's Charter and Bylaws
|
" | Classification of the Board of Directors
|
239 | Removal of Directors
|
" | Business Combinations
|
240 | Amendment to the Charter and Bylaws
|
" | Merger, Consolidation, Sale of Assets
|
" | Dissolution of WRP Newco
|
" | Advance Notice of Director Nominations and New Business
|
241 | Meetings of Stockholders
|
242 | Limitation of Liability and Indemnification
|
243 | Approval of WRP Newco Additional Share Offering
|
244 | Approval of WRP Newco's 1997 Management Incentive Plan
|
250 | Legal Matters
|
" | Experts
|
251 | Shareholder Proposals
|
253 | Table of Contents
|
261 | 1.1 The Merger
|
" | 1.2 Newco Transactions
|
262 | 1.3 Closing
|
" | 1.4 Effective Time
|
" | 1.5 Amendments and Restatements of Wellsford's Declaration of Trust
|
" | 1.6 Amendment and Restatement of Wellsford's Bylaws
|
" | 1.7 Trustees
|
" | 1.8 Effect on Shares of Beneficial Interest and Options
|
263 | 1.9 Exchange Ratio
|
" | 1.10 Completion of Contribution Agreement
|
264 | 1.11 Reversal of Direction of Merger
|
" | 1.12 Change in Number of Spin-Off Shares
|
265 | REPRESENTATIONS AND WARRANTIES OF Wellsford
|
" | 2.1 Organization, Standing and Power of Wellsford
|
" | 2.2 Wellsford Subsidiaries
|
266 | 2.3 Capital Structure
|
268 | 2.4 Authority; Noncontravention; Consents
|
269 | 2.5 SEC Documents; Financial Statements; Undisclosed Liabilities
|
270 | 2.6 Absence of Certain Changes or Events
|
" | 2.7 Litigation
|
271 | 2.8 Properties
|
273 | 2.9 Environmental Matters
|
" | 2.10 Related Party Transactions
|
" | 2.11 Absence of Changes in Benefit Plans; ERISA Compliance
|
274 | 2.12 Employee Policies
|
" | 2.13 Taxes
|
275 | 2.14 No Payments to Employees, Officers, Trustees or Directors
|
" | 2.15 Brokers; Schedule of Fees and Expenses
|
276 | 2.16 Compliance with Laws
|
" | 2.17 Contracts; Debt Instruments
|
277 | 2.18 Opinion of Financial Advisor
|
" | 2.19 State Takeover Statutes
|
" | 2.20 Registration Statement
|
" | 2.21 Development Properties
|
" | 2.22 EQR Shares of Beneficial Interest
|
" | 2.23 Investment Company Act of 1940
|
" | 2.24 Intentionally Omitted
|
" | 2.25 Definition of Knowledge of Wellsford
|
278 | Representations and Warranties of Eqr
|
" | 3.1 Organization, Standing and Power of EQR
|
" | 3.2 Capital Structure
|
279 | 3.3 Organization, Standing and Power of ERP Operating Partnership
|
280 | 3.4 Capital Structure of ERP Operating Partnership
|
" | 3.5 Authority; Noncontravention; Consents
|
281 | 3.6 SEC Documents; Financial Statements; Undisclosed Liabilities
|
282 | 3.7 Absence of Certain Changes or Events
|
" | 3.8 Litigation
|
283 | 3.9 Properties
|
284 | 3.10 Environmental Matters
|
" | 3.11 Taxes
|
285 | 3.12 Brokers; Schedule of Fees and Expenses
|
" | 3.13 Compliance with Laws
|
" | 3.14 Contracts; Debt Instruments
|
" | 3.15 Opinion of Financial Advisor
|
" | 3.16 State Takeover Statutes
|
286 | 3.17 Registration Statement
|
" | 3.18 Wellsford Shares of Beneficial Interest
|
" | 3.19 Intentionally Omitted
|
" | 3.20 Investment Company Act of 1940
|
" | 3.21 Definition of Knowledge of EQR
|
" | 4.1 Acquisition Proposals
|
287 | 4.2 Conduct of Wellsford's Business Pending Merger
|
292 | 4.3 Conduct of EQR's Business Pending Merger
|
293 | 4.4 Covenant of EQR
|
" | 4.5 Other Actions
|
" | 4.6 Filing of Certain Reports
|
" | Additional Covenants
|
" | 5.1 Preparation of the Registration Statement and the Proxy Statement; Wellsford Shareholders Meeting and EQR Shareholders Meeting
|
295 | 5.2 Access to Information: Confidentiality
|
" | 5.3 Best Efforts; Notification
|
296 | 5.4 Costs of Transaction
|
" | 5.5 Tax Treatment
|
" | 5.6 Public Announcements
|
" | 5.7 Listing
|
297 | 5.8 Letters of Accountants
|
" | 5.9 Transfer and Gains Taxes
|
" | 5.10 Benefit Plans and Other Employee Arrangements
|
299 | 5.11 Indemnification
|
300 | 5.12 Contribution Agreement
|
" | 5.13 Declaration of Dividends and Distributions
|
" | 5.14 Consulting Agreements
|
301 | 5.15 Transfer of Management Company Shares
|
" | 5.16 Transfer of Wellsford Assets After Effective Time
|
" | 5.17 Notices
|
" | 5.18 Resignations
|
" | 5.19 Third Party Management Agreements
|
302 | 5.20 Repayment of Certain Indebtedness
|
303 | Conditions
|
" | 6.1 Conditions to Each Party's Obligation to Effect the Merger
|
304 | 6.2 Conditions to Obligations of EQR
|
307 | 6.3 Conditions to Obligations of Wellsford
|
309 | Termination, Amendment and Waiver
|
" | 7.1 Termination
|
310 | 7.2 Certain Fees and Expenses
|
311 | 7.3 Effect of Termination
|
312 | 7.4 Amendment
|
" | 7.5 Extension; Waiver
|
" | General Provisions
|
" | 8.1 Nonsurvival of Representations and Warranties
|
" | 8.2 Notices
|
313 | 8.3 Interpretation
|
" | 8.4 Counterparts
|
314 | 8.5 Entire Agreement; No Third-Party Beneficiaries
|
" | 8.6 Governing Law
|
" | 8.7 Assignment
|
" | 8.8 Enforcement
|
" | 8.9 Severability
|
315 | 8.10 Non-Recourse
|
318 | Articles of Merger
|