|AMAZON COM INC filed this Form 10-K on 01/30/2013|
TO PURCHASE AND SALE AGREEMENT
Form of Limited Guaranty
This Limited Guaranty (this Guaranty), dated for reference purposes the day of December, 2012, is by and between City Investors LLC, a Washington limited liability company (Guarantor), whose address is 505 Union Station, 505 Fifth Avenue South, Suite 900, Seattle, Washington 98104, and Acorn Development LLC, a Delaware limited liability company (Purchaser), whose address is 410 Terry Avenue North, Seattle, WA 98109-5210 (Attention: General Counsel and Real Estate Manager).
A. [VARIES] LLC, a Washington limited liability company (Seller), as Seller, and Purchaser, as Purchaser, are simultaneously herewith entering into that certain Purchase and Sale Agreement (Amazon Phase [ ]) of even date herewith (the Purchase Agreement), pursuant to which Seller has agreed to sell to Purchaser and Purchaser has agreed to buy from Seller, the Property, as defined in the Purchase Agreement, located in Seattle, Washington, all on the terms and conditions set forth in the Purchase Agreement. Capitalized terms used but not defined in this Guaranty have the meanings given in the Purchase Agreement.
B. Guarantor is an indirect owner of Seller and will benefit from the closing of the transaction contemplated by the Purchase Agreement.
C. As a condition to Purchasers execution of the Purchase Agreement, Purchaser is requiring that Guarantor execute this Guaranty pursuant to which Guarantor guarantees certain obligations of Seller under the Purchase Agreement and under any document executed and delivered by Seller at Closing.
NOW, THEREFORE, for and in consideration of Purchasers execution and delivery of the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Guarantor, Guarantor hereby agrees as follows:
1. Guarantor irrevocably guarantees, without deduction by reason of set-off, defense (except as otherwise expressly provided herein) or counterclaim, the full, punctual, and complete payment and performance of (a) all post closing obligations of Seller to Purchaser under the Purchase Agreement and under any document executed and delivered by Seller at Closing (including, without limitation, the performance of all Retained Liabilities except as provided below, Sellers obligations under Section 8.5 of the Purchase Agreement (including all subsections of Section 8.5), liability for breach of Express Representations, and indemnification obligations under any document executed and delivered by Seller at Closing) subject to the