asset acquisitions - Jackson Walker LLP

“Part” -- a part or section of the Disclosure Letter.“Permitted Encumbrances” -- as defined in Section 3.9.“Person” -- an individual, partnership, corporation, business trust, limited liability company,limited liability partnership, joint stock company, trust, unincorporated association, joint venture orother entity, or a Governmental Body.“Proceeding” -- any action, arbitration, audit, hearing, investigation, litigation, or suit(whether civil, criminal, administrative, judicial or investigative, whether formal or informal,whether public or private) commenced, brought, conducted, or heard by or before, or otherwiseinvolving, any Governmental Body or arbitrator.“Promissory Note” -- as defined in Section 2.7(b)(ii).“Purchase Price” -- as defined in Section 2.3.“Real Property” -- the Land and Improvements and all Appurtenances thereto and anyGround Lease Property.“Real Property Lease” -- any Ground Lease or Space Lease.“Record” -- information that is inscribed on a tangible medium or that is stored in anelectronic or other medium and is retrievable in perceivable form.“Receiving Party” -- as defined in Section 12.1.“Related Person” --With respect to a particular individual:(a)each other member of such individual’s Family;(b) any Person that is directly or indirectly controlled by any one or moremembers of such individual’s Family;(c) any Person in which members of such individual’s Family hold (individuallyor in the aggregate) a Material Interest; and(d) any Person with respect to which one or more members of such individual’sFamily serves as a director, officer, partner, executor, or trustee (or in a similarcapacity).With respect to a specified Person other than an individual:(a) any Person that directly or indirectly controls, is directly or indirectlycontrolled by, or is directly or indirectly under common control with such specifiedPerson;3148166v1- 36 -