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SEC Filings

10-K
AMAZON COM INC filed this Form 10-K on 01/30/2013
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no later than November 15, 2012 as well as complete any punchlist or other related work thereafter. Without limiting Seller’s obligation to perform all TI Obligations, Seller will pay all payment applications for the Tenant Improvements and be responsible to pay the Turnkey Allowance in accordance with the Tenant Lease. Seller will collect the construction management fee for the Tenant Improvements allowed per the Tenant Lease. Seller will also be entitled to all reimbursement due from tenant for the Tenant Improvements, and shall be entitled to pursue collection of such obligations after the Closing Date, even if such obligations do not arise until after the Closing Date, provided, however, that Seller shall not be entitled to dispossess tenant, disturb their possession of their leased premises or seek any involuntary bankruptcy of tenant Seller shall use good faith efforts to complete the TI Obligations prior to Closing. To the extent the TI Obligations are not completed prior to Closing, Seller shall continue to be obligated to complete the TI Obligations and shall enter into a commercially reasonable construction management agreement with Purchaser addressing issues such as insurance and indemnity obligations and access to the Property, and the TI Obligations shall be guaranteed by City Investors LLC pursuant to the Post-Closing Obligations Guaranty in the form attached hereto as Exhibit M. Seller shall indemnify and hold Purchaser harmless from and against all TI Obligations, any default by Seller under this Section 6.7, 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 TI Obligations. The TI Obligations and Seller’s related obligations under this Section 6.7 shall survive Closing. 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.]6

6.8 [Phase V Completion of Construction Obligations. Seller agrees that it shall use good faith efforts to complete Landlord’s Work as required by the Amazon Lease prior to Closing, including, but not limited to, the punch list attached to the Certificate of Substantial Completion dated September 21, 2012, and the work attached hereto as Exhibit M-1 (collectively with all other obligations under this Section 6.8, the “Completion Obligations”). Fulfillment of owner’s obligations under the contracts listed on the attached Schedule 1.6 as Construction Contracts/POs are part of the Completion Obligations. Seller shall complete Landlord’s Work consistent with the Building Plans as defined in the Amazon Lease and otherwise in accordance with the Amazon Lease, and, without limiting the foregoing, shall cause all contractors and other parties entitled to compensation for such work to be fully paid, and any liens asserted against the Property to be released. To the extent Seller has not completed the Completion Obligations prior to the Closing Date, Seller shall continue to be obligated to complete the Completion Obligations and shall enter into a commercially reasonable construction management agreement with Purchaser addressing issues such as insurance and indemnity obligations and access to the Property, and City Investors LLC shall guarantee the Completion Obligations pursuant to the Post-Closing Obligations Guaranty in the form attached hereto as Exhibit M. If the Completion Obligations are not completed prior to Closing, Seller will assign to Purchaser the contracts associated with completing Landlord’s Work promptly and only after Purchaser’s request. Seller will continue to manage such contracts to complete the work in accordance with the Amazon Lease. Any costs incurred, either pre- or post-closing to complete the Completion Obligations shall, to the extent allowed under the Amazon Lease, be Allowable Development Costs. Seller shall indemnify and hold Purchaser harmless from and against all Completion Obligations, any

 

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