On December 21, 2020 a
Miscellaneous
was filed
involving a dispute between
Yasemin Tekiner,
Yasemin Tekiner
In Her Individual Capacity, As A Beneficiary And A Trustee Of The Yasemin Tekiner 2011 Descendants Trust And Derivatively As A Holder Of Equitable Interests In A Shareholder Or A Member Of The Company Defendants,
and
254-258 W. 35Th St. Llc,
Berrin Tekiner,
Billur Akipek
In Her Capacity As A Trustee Of The Yasemin Tekiner 2011 Descendants Trust,
Bremen House Inc.,
Bremen House Texas, Inc.,
German News Company, Inc.,
German News Texas, Inc.,
Gonca Tekiner,
Zeynep Tekiner,
for Commercial Division
in the District Court of New York County.
Preview
FILED: NEW YORK COUNTY CLERK 03/22/2023 11:25 PM INDEX NO. 657193/2020
NYSCEF DOC. NO. 1439 RECEIVED NYSCEF: 03/22/2023
E X HI BI T 3
FILED: NEW10. CB81NDE-91CC-4OAO-8361-B4ECDCCB8E56
YORK COUNTY CLERK 03/22/2023 11:25 PM INDEX NO. 657193/2020
DocuSign Envelope
NYSCEF DOC. NO. 1439 RECEIVED NYSCEF: 03/22/2023
April 12, 2022
VIA EMAIL
Ms. Yasemin Tekiner
Ms. Zeynep Tekiner
c/o: Stephen P. Younger. Esq.
Scott W. Parker, Esq.
Michele Kahit Esq.
Dear All:
We are pleased to provide this term sheet ("Term Sheet") for a proposed transaction (the
"Transaction") between, on one band, or its designated affiliate ("Investor"), and, on
the other hand, Yasenun Tekiner and Zeynep Teleiner, each in their individual capacities, and as
beneficiaries and/or trustees of the Yasemin Tekiner 2011 Descendants Tmst and The Zeynep Tekiner 2011
Descendants Tmst. and derivatively as holders of equitable interests in a shareholder or member of any
Litigation' "Counterparty"
defendant to the (each a and collectively, the "Counterparties") (Investor and
each Counterparty are each a "ParGW and are collectively the "Parties ').
The Transaction is subject to the completion of due diligence and negotiation of definitive
docmnents (such documents, the "Transaction Documents"). This Term Sheet outlines certain material
terms of a potential investment but does not summarize all of the conditions. covenants. representations.
warranties. and other provisions to be contained in the Transaction Documents. Except for the sections
Costs," "Confidentiality." " Venue,"
below entitled "Transaction "No Shop "Governing Law; and
Sheet."
"Execution of Term which are binding agreements between the Parties. this Terni Sheet is not a
binding agreement on any Party to proceed with the Transaction and will not impose any obligation or
liability on any Party if the Transactionis not consutumated. Any such agreement will be made only if and
when the Transaction Doctmients are agreed to and executed.
Parties Investor and Counterparties.
Commitment Up to
plus Transaction Costs (the "Commitnient") would be committed
"Litigation"
to Counterparties in connection with the Litigation.
means the legal action styled Yasemira Tekiner et al. v. Bmmerr
House Inc., et at index no. 657193/20, pending in the Supreme
Court of the State ofNew York. including any appeals.related and
subsequent judicial proceedings, additional cases. lawsuits,
arbitration matters, bankruptcy proceedings, receivership actions,
Company Defendants to the Litigation presently include. but may not be linuted to. Bremen House Inc., Bremen
use Texas Inc., GermanNews Company,Inc., German News Texas. Lic.. and 254-258 W. 35*St.. LLC (the
Company Defendangs").
FILED: NEWD: C0Bi77DE-91CC-4DA0-8361-B4ECDCCB8E56
YORK COUNTY CLERK 03/22/2023 11:25 PM INDEX NO. 657193/2020
DomSg1 Envelope
NYSCEF DOC. NO. 1439 RECEIVED NYSCEF: 03/22/2023
Tekiner
April 12, 2022
settlements, or other formal or infomial proceedings filed or
efforts undertaken by or on behalf of Counterparty against or witti
any defendants basedon the same or substantially similar business
dealings, facts or claims.
The Commitment shall include five sub-Comnutments:
(i)
attorneys'
fees incurred by Parker lbrahim & Berg after
the close of Ihis Transaclion in connection with the
rosecution of the Litigation; >rovided. however, that
of this sub-Commitment, phis additional
smounts incun ed rior to the clositm of the Transaction
may be drawn
for discom1ted fees incuned prior to the close of this
Transaction:
(ii) to support
attorneys'
reasonable and discounted fees incurred by
Foley Hoag LLP after the close of this Transaction in
connection with the noseclitton of the Litteatiern
provided, however.
of this sub-Commitment, plus
additional amounts incurred prior to the closing of the
Transaction , may
be drawn for discounted fees incurred prior to the close of
this Tansaction:
(iii)
attomeys'
to support reasonable and discounted
fees incurred by Greenfield Stein & Senior. LLP after the
close of this Transaction in connection with the
prosectition of the Litiption: provided. however. [$X]
(${X]) of this sub-Conumtment. plus additional amounts
incurred rior 16 the closing of the Transaction
, may be drawn for
discounted fees incurred prior to die close of this
Transaction:
(iv)
fees incuned by Kahn & Goldberg. LLP after the close of
this Transaction in connection with the prosecution of the
2
Document Filed Date
March 22, 2023
Case Filing Date
December 21, 2020
Category
Commercial Division
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FILED: NEW YORK COUNTY CLERK 03/22/2023 11:25 PM INDEX NO. 657193/2020 NYSCEF DOC. NO. 1439 RECEIVED NYSCEF: 03/22/2023 E X HI BI T 3 FILED: NEW10. CB81NDE-91CC-4OAO-8361-B4ECDCCB8E56 YORK COUNTY CLERK 03/22/2023 11:25 PM INDEX NO. 657193/2020 DocuSign Envelope NYSCEF DOC. NO. 1439 RECEIVED NYSCEF: 03/22/2023 April 12, 2022 VIA EMAIL Ms. Yasemin Tekiner Ms. Zeynep Tekiner c/o: Stephen P. Younger. Esq. Scott W. Parker, Esq. Michele Kahit Esq. Dear All: We are pleased to provide this term sheet ("Term Sheet") for a proposed transaction (the "Transaction") between, on one band, or its designated affiliate ("Investor"), and, on the other hand, Yasenun Tekiner and Zeynep Teleiner, each in their individual capacities, and as beneficiaries and/or trustees of the Yasemin Tekiner 2011 Descendants Tmst and The Zeynep Tekiner 2011 Descendants Tmst. and derivatively as holders of equitable interests in a shareholder or member of any Litigation' "Counterparty" defendant to the (each a and collectively, the "Counterparties") (Investor and each Counterparty are each a "ParGW and are collectively the "Parties '). The Transaction is subject to the completion of due diligence and negotiation of definitive docmnents (such documents, the "Transaction Documents"). This Term Sheet outlines certain material terms of a potential investment but does not summarize all of the conditions. covenants. representations. warranties. and other provisions to be contained in the Transaction Documents. Except for the sections Costs," "Confidentiality." " Venue," below entitled "Transaction "No Shop "Governing Law; and Sheet." "Execution of Term which are binding agreements between the Parties. this Terni Sheet is not a binding agreement on any Party to proceed with the Transaction and will not impose any obligation or liability on any Party if the Transactionis not consutumated. Any such agreement will be made only if and when the Transaction Doctmients are agreed to and executed. Parties Investor and Counterparties. Commitment Up to plus Transaction Costs (the "Commitnient") would be committed "Litigation" to Counterparties in connection with the Litigation. means the legal action styled Yasemira Tekiner et al. v. Bmmerr House Inc., et at index no. 657193/20, pending in the Supreme Court of the State ofNew York. including any appeals.related and subsequent judicial proceedings, additional cases. lawsuits, arbitration matters, bankruptcy proceedings, receivership actions, Company Defendants to the Litigation presently include. but may not be linuted to. Bremen House Inc., Bremen use Texas Inc., GermanNews Company,Inc., German News Texas. Lic.. and 254-258 W. 35*St.. LLC (the Company Defendangs"). FILED: NEWD: C0Bi77DE-91CC-4DA0-8361-B4ECDCCB8E56 YORK COUNTY CLERK 03/22/2023 11:25 PM INDEX NO. 657193/2020 DomSg1 Envelope NYSCEF DOC. NO. 1439 RECEIVED NYSCEF: 03/22/2023 Tekiner April 12, 2022 settlements, or other formal or infomial proceedings filed or efforts undertaken by or on behalf of Counterparty against or witti any defendants basedon the same or substantially similar business dealings, facts or claims. The Commitment shall include five sub-Comnutments: (i) attorneys' fees incurred by Parker lbrahim & Berg after the close of Ihis Transaclion in connection with the rosecution of the Litigation; >rovided. however, that of this sub-Commitment, phis additional smounts incun ed rior to the clositm of the Transaction may be drawn for discom1ted fees incuned prior to the close of this Transaction: (ii) to support attorneys' reasonable and discounted fees incurred by Foley Hoag LLP after the close of this Transaction in connection with the noseclitton of the Litteatiern provided, however. of this sub-Commitment, plus additional amounts incurred prior to the closing of the Transaction , may be drawn for discounted fees incurred prior to the close of this Tansaction: (iii) attomeys' to support reasonable and discounted fees incurred by Greenfield Stein & Senior. LLP after the close of this Transaction in connection with the prosectition of the Litiption: provided. however. [$X] (${X]) of this sub-Conumtment. plus additional amounts incurred rior 16 the closing of the Transaction , may be drawn for discounted fees incurred prior to die close of this Transaction: (iv) fees incuned by Kahn & Goldberg. LLP after the close of this Transaction in connection with the prosecution of the 2