Coach 2013 Annual Report Download - page 121

“Fund Member Guarantors” shall mean, collectively, (a) Related, (b) Oxford Guarantor, (c) Podium Fund REIT, by its execution and delivery of its
Fund Member Guaranty and its concurrent assignment of the JPM Fund Equity Commitment Guaranty, and (d) Fund Member, Podium Fund JV, Podium-K,
Podium Capital, and Tower C Corp., by their execution of the Collateral Assignment of Rights.
“Fund Member Land Cost” shall mean an amount equal to $29,357,002.00 as set forth in the Budget for the land costs allocable to the Additional
Office Units, which amount shall be funded by the Fund Member, as a Capital Contribution or from the proceeds of the Third Party Loan, in accordance
with the terms of this Agreement.
“Fund Member Units” shall mean, collectively, the Additional Office Units, the Retail Unit, the Parking Unit, the Loading Dock Unit, the Ancillary
Unit, the Destination Retail Access Unit (i.e., all Units in the Condominium other than the Coach Unit).
“Fund Member’s Knowledge” shall mean the actual knowledge, without any imputation of knowledge of other people and without any duty of
investigation, of L. Jay Cross, Bruce Warwick, Jeff T. Blau or Richard O’Toole.
“GAAP” shall mean the generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board or
the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or agencies with similar functions of comparable stature
and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S.
accounting profession, consistently applied.
“General Common Elements” shall have the meaning ascribed thereto in the Condominium Declaration.
“Government Entity” shall mean the United States of America; the State of New York; the City of New York; any other political subdivision of any
of the foregoing; and any agency, authority, department, court, commission or other legal entity of any of the foregoing.
“Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:
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