Coach 2013 Annual Report Download - page 128

“MTA Parties” shall mean, collectively, the MTA and the Long Island Rail Road Company, a body corporate and politic constituting a public benefit
corporation of the State of New York.
“MTA Project Documents” shall mean the documents set forth on Exhibit D attached hereto, as the same may be amended, restated or supplemented
or otherwise modified from time to time in accordance with the terms of this Agreement.
“No Action Letter” shall have the meaning set forth in Section 3.7(e).
“Non-Contributing Member” shall have the meaning set forth in Section 4.3(a).
“Non-Defaulting Member” shall have the meaning set forth in Section 10.1.
“Nonrecourse Deductions” has the meaning set forth in Section 1.704-2(b)(1) of the Regulations.
“Nonrecourse Liability” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.
“Notice” shall have the meaning set forth in Section 14.11(a).
“NYS Law Department” shall have the meaning set forth in Section 3.7(e).
“Office Unit Competitors” shall mean a list of the Coach Member’s competitors, which list as of the date hereof is set forth on Exhibit B attached
hereto, as the same may be updated from time to time pursuant to Section 3.9(e).
“Office Units” shall mean (a) the Coach Unit and (b) the Additional Office Units.
“OFAC” shall have the meaning set forth in Section 9.3(b).
“Option Agreement” shall mean that certain Option Agreement to be entered into by and among Legacy Tenant, the Fund Member and the Coach
Member or the Coach Designee, as applicable, at Closing in substantially the form attached as Exhibit N hereto.
“Outside Closing Date” shall have the meaning set forth in Sections 3.8(k).
“Owners’ Association Declaration ” shall that certain Declaration establishing the ERY Facility Airspace Parcel Owners’ Association and of
Covenants, Conditions, Easements and Restrictions, dated as of the date hereof and submitted for recording in the Register’s Office on the date hereof, as the
same may be amended, restated or supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
“Owners’ Association Agreement ” shall that certain Limited Liability Company Agreement of ERY Facility Airspace Parcel Owners’ Association,
LLC, dated as of the date hereof, as the same may be amended, restated or supplemented or otherwise modified from time to time in accordance with the terms
of this Agreement.
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