America Online 2010 Annual Report Download - page 166

this Agreement does not occur within twelve (12) months after August 18, 2010 (the date Seller notified Raytheon in writing of the price at which Seller
intends to market the Property, together with the other material terms and conditions of such listing), or (b) the purchase price and other economic terms of the
transfer to Purchaser are less than ninety percent (90%) of the economic terms contained in such written notice to Raytheon, Raytheon again shall have the
Right of First Offer under the terms more specifically described in the Raytheon Lease. Consequently, the Seller's obligations hereunder (and the Purchaser's
rights to purchase the Property hereunder) are subject to the rights of Raytheon and, in connection therewith, if Raytheon elects to purchase the Property
pursuant to the foregoing, Seller shall terminate this Agreement by giving Purchaser written notice thereof, in which event the parties hereto shall be relieved
and released of and from any further duties, obligations, rights, or liabilities hereunder (except for such obligations and provisions which expressly survive
termination of this Agreement), the Deposit shall be returned to Purchaser and Seller shall be liable for any actual, documented, out-of-pocket due diligence
costs and expenses incurred by Purchaser in connection with this transaction (provided, however, that Seller's liability under this Section 10.1 shall not exceed
Seventy Five Thousand Dollars ($75,000)).
10.2 Broker. Each party to this Agreement represents and warrants to the other that no person or entity, other than CB Richard Ellis ("Seller's Broker"), can
properly claim a right to a real estate commission, real estate finder's fee, real estate acquisition fee or other real estate brokerage type compensation
(collectively, "Real Estate Compensation") based upon the acts of that party with respect to the transaction contemplated by this Agreement, and each party
hereby agrees to indemnify, defend and protect the other against and to hold the other harmless from any loss, cost or expense (including but not limited to
attorneys' fees and returned commissions) resulting from any claim for Real Estate Compensation by any person or entity based upon such acts. Seller shall
pay the Real Estate Compensation to Seller's Broker per the terms of a separate agreement between Seller and Seller's Broker. Notwithstanding anything to
the contrary set forth in this agreement, the representations, warranties and indemnities set forth in this Section 10.2 shall survive the Closing.
10.3 Notices. Any notice required or permitted to be given under this Agreement shall be in writing and: (i) sent by Federal Express or similar nationally
recognized overnight courier service designating early morning delivery (any notice so delivered shall be deemed to have been received on the next business
day following receipt by the courier); or, (ii) transmitted by facsimile (any notice so delivered shall be deemed to have been received upon the date reflected
by the sender's facsimile confirmation receipt) with a hard copy sent within one (1) business day by Federal Express or similar nationally recognized
overnight courier service, at the address specified below:
TO SELLER: AOL Inc.
22000 AOL Way
Dulles, VA 20166
Attn: Karen Diener
Director of Real Estate
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