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SEC Filings

10-K
AMAZON COM INC filed this Form 10-K on 01/30/2013
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6.5 [Easement Obligations. Seller shall use good faith efforts, prior to the Closing, Date, to make all payments due or to become due, and fully perform all of the “Construction Easement Obligations” of Seller as shown on the Retained Liabilities Schedule, and provide Purchaser with reasonable evidence that the Construction Easement Obligations have been fully satisfied. To the extent the Construction Easement Obligations have not been completed prior to Closing, Seller shall fully perform all of the Construction Easement Obligations at the earliest possible date, and such obligations shall be guaranteed by City Investors LLC pursuant to the “Post Closing Obligations Guaranty” in the form attached hereto as Exhibit M. Notwithstanding the foregoing, Purchaser and Seller acknowledge and understand that there are obligations in the Construction Easement Obligations identified on Schedule 1.10 which require that Seller or an affiliate of Seller provide certain off-site parking rights ( “Offsite Parking” and the “Offsite Parking Obligations”) for periods of time that will extend beyond Closing. Seller shall continue after Closing to be responsible for providing all Offsite Parking to the persons or entities entitled thereto under those identified Easements. Purchaser and Seller acknowledge and understand that there is an obligation referenced in the Lease of [VARIES](“tenant”) as identified on Schedule 1.10, which requires that Seller or an affiliate of Seller provide certain off-site parking rights to tenant (“Offsite Parking” and the “Offsite Parking Obligations”). Seller shall continue after Closing to be responsible for providing all Offsite Parking to tenant. Collectively, the Construction Easement Obligations and the Offsite Parking Obligations and all other obligations under this section 6.5 are the “Easement Obligations”. Seller shall indemnify and hold Purchaser harmless from and against all Construction Easement Obligations and Offsite Parking Obligations, any default by Seller under this Section 6.5, and against any and all claims, damages, costs, liabilities, expenses and causes of action (including reasonable attorneys’ fees and costs) arising in connection with the Construction Easement Obligations and Offsite Parking Obligations. The Easement Obligations shall be guaranteed by City Investors LLC pursuant to the “Post-Closing Obligations Guaranty” in the form attached hereto as Exhibit M. The obligations contained in this Section are not subject to the Survival Period limitation in Section 5.4 of this Agreement nor shall the damages limitation amount contained in Section 10.2 be applicable with regard to Seller’s breach or default of the covenants contained in this Section. The obligations under this Section 6.5 shall survive Closing.]6

6.6 [NFA Letter. Seller shall make commercially reasonable good faith efforts to obtain a “No Further Action” letter from the Washington State Department of Ecology prior to Closing with regard to the environmental contamination identified in Phase I Environmental Site Assessment for the Property, dated September 13, 2012. Seller shall keep Purchaser reasonably informed of its actions and activities in pursuit of the No Further Action determination and shall not agree to any conditions or covenants that would bind the Property without Purchaser’s prior consent.]6

6.7 [Tenant Improvement Obligations. Seller shall complete the “Tenant Improvements” obligations pursuant to the Lease between Seller and [tenant varies] (as amended, the “Tenant Lease”), and pay all costs associated with the Tenant Improvements thereunder (the “TI Obligations”) even if tenant does not timely make required deposits or other reimbursement due from tenant for the Tenant Improvements. The TI Obligations include payment of all contractors and other parties entitled to compensation for such work, release of any liens asserted against the Property in connection with the TI Work, and all other obligations under this Section 6.7. If the TI Obligations are not completed prior to Closing, Seller will assign to Purchaser the contracts associated with completing the Tenant Improvements promptly and only after Purchaser’s request. Seller will continue to manage such contracts to complete the work under the Tenant Lease to provide a “Turnover Date” as defined in the Tenant Lease of

 

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