Common use of Corp Clause in Contracts

Corp. has entered into an agreement, dated as of September 23, 2010 (the “Cargill Acknowledgement Letter”) with Xxxxxxx, Xxxxxxxxxxxx and its affiliates (collectively, “Cargill”), which provides that upon payment (the “Cargill Payment”) of $2,800,828 (plus accrued and unpaid interest on such amount as of the date of payment pursuant to the agreement, dated January 14, 2009, by and between BFE Corp. and certain of its affiliates and Cargill (the “Cargill Settlement Agreement”)) from the proceeds of the Rights Offering and the Concurrent Private Placement, Cargill shall forgive the remaining Payable (as defined in the Cargill Settlement Agreement) in exchange for Depositary Shares in an amount equal to the amount of the remaining Payable, which amount shall be converted into Depositary Shares at a price equal to the average of the volume weighted averages of the trading prices for the prior ten (10) day trading period of the Common Stock, ending on the second trading day immediately preceding the date the Depositary Shares are issued to Cargill (such amount of Depositary Shares, the “Cargill Depositary Shares”). BFE Corp. hereby agrees that it shall not breach, violate or terminate the Cargill Acknowledgment Letter. BFE Corp. agrees that it will not amend, waive or modify the Cargill Acknowledgement Letter without the written consent of Greenlight. The Cargill Depositary Shares will have the same rights and preferences (including the same Conversion Ratio) as the Depositary Shares that will be issued in the Rights Offering. In order to issue the Cargill Depositary Shares, BFE Corp. will designate and issue and deposit with the depositary a number of additional shares of Series A Non-Voting Convertible Preferred Stock that corresponds to the aggregate fractional interests in shares of Series A Non-Voting Convertible Preferred Stock that the newly issued Cargill Depositary Shares represent. In the event that an insufficient number of authorized shares of Series A Non-Voting Convertible Preferred Stock are available for such issuance and deposit with the depositary, BFE Corp. will establish an alternative method for satisfying the Cargill Stock Payment that is satisfactory to it, Cargill and the Backstop Parties. Concurrent with the issuance of Cargill Depositary Shares, the LLC will issue to BFE Corp. a number of Preferred Membership Interests equal to the number of Cargill Depositary Shares.

Corp. has entered into an agreementBARGAIN AND SALE DEED THIS INDENTURE, dated as of September 23, 2010 (the “Cargill Acknowledgement Letter”) with Xxxxxxx, Xxxxxxxxxxxx and its affiliates (collectively, “Cargill”), which provides that upon payment (the “Cargill Payment”) of $2,800,828 (plus accrued and unpaid interest on such amount made as of the date 14th day of payment pursuant March, 2006. BETWEEN: ENTERPRISE ROAD ASSOCIATES, a New York general partnership, having an office at Post Office Xxx 0, 0000 Xxxxxxxxxx Xxxxxxx, XxXxxx, Xxx Xxxx 00000, (“Grantee”) AND: HUB PROPERTIES TRUST, a Maryland real estate investment trust having its principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, (“Grantee”) WITNESSETH, that Grantor, in consideration of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration paid by Grantee does hereby grant and release unto Grantee, the heirs or successors and assigns of Grantee forever: ALL THAT TRACT OR PARCEL OF LAND situate in the Town of Xxxxxx, County of Onondaga and State of New York being mere particularly described on Schedule A annexed hereto and made a part hereof. SUBJECT to casements, covenants and restrictions of record, if any. TOGETHER with the appurtenances and all the estate and rights of Grantor in and to said premises. TO HAVE AND TO HOLD the premises herein granted unto Grantee, its successors and assigns forever. AND Grantor covenants, that Grantor has not done or suffered anything whereby the said premises have been encumbered in any way whatever, except as aforesaid. AND Grantor, in compliance with Section 13 of the Lien Law, covenants that Grantor will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the agreement, dated January 14, 2009, by and between BFE Corp. and certain of its affiliates and Cargill (the “Cargill Settlement Agreement”)) from the proceeds payment of the Rights Offering and cost of the Concurrent Private Placement, Cargill improvement before using any part of the total of the same for any other purpose. The words “Grantor” or “Grantee” shall forgive the remaining Payable (as defined be construed to read in the Cargill Settlement Agreement) in exchange for Depositary Shares in an amount equal plural whenever the sense of this deed so requires. BEING THE SAME PREMISES conveyed by Onondaga County Industrial Development Agency to the amount of the remaining PayableGrantor by deed dated August 31, which amount shall be converted into Depositary Shares at a price equal to the average of the volume weighted averages of the trading prices for the prior ten (10) day trading period of the Common Stock1993 recorded November 1, ending on the second trading day immediately preceding the date the Depositary Shares are issued to Cargill (such amount of Depositary Shares, the “Cargill Depositary Shares”). BFE Corp. hereby agrees that it shall not breach, violate or terminate the Cargill Acknowledgment Letter. BFE Corp. agrees that it will not amend, waive or modify the Cargill Acknowledgement Letter without the written consent of Greenlight. The Cargill Depositary Shares will have the same rights and preferences (including the same Conversion Ratio) as the Depositary Shares that will be issued 1993 in the Rights Offering. In order to issue the Cargill Depositary Shares, BFE Corp. will designate and issue and deposit with the depositary a number Onondaga County Clerk’s Office in Book 3882 of additional shares of Series A Non-Voting Convertible Preferred Stock that corresponds to the aggregate fractional interests in shares of Series A Non-Voting Convertible Preferred Stock that the newly issued Cargill Depositary Shares represent. In the event that an insufficient number of authorized shares of Series A Non-Voting Convertible Preferred Stock are available for such issuance and deposit with the depositary, BFE Corp. will establish an alternative method for satisfying the Cargill Stock Payment that is satisfactory to it, Cargill and the Backstop Parties. Concurrent with the issuance of Cargill Depositary Shares, the LLC will issue to BFE Corp. a number of Preferred Membership Interests equal to the number of Cargill Depositary SharesDeeds as Page 243.