SUCH CLAIM IS SATISFIED PURSUANT TO THE ESCROW
AGREEMENT OR OTHERWISE FINALLY RESOLVED, OR (III) WITH RESPECT TO A CLAIM FOR
WHICH NO LEGAL ACTION HAS BEEN TAKEN DURING THE INDEMNITY PERIOD, TWELVE (12)
MONTHS AFTER THE DATE ON WHICH THE LAST SETTLEMENT OR OTHER SUBSTANTIVE
DISCUSSIONS HAVE TAKEN PLACE WITH RESPECT TO SUCH CLAIM, BUT IN NO EVENT MORE
THAN TWENTY-FOUR (24) MONTHS AFTER THE END OF THE INDEMNITY PERIOD.
(G)
THE OPERATING PARTNERSHIP TO ACT ON BEHALF
OF VORNADO DISCLOSURE INDEMNIFIED PERSONS.
ALL VORNADO DISCLOSURE INDEMNIFIED
PERSONS AGREE TO PERMIT THE OPERATING PARTNERSHIP TO REPRESENT THEM WITH RESPECT
TO ANY DISCLOSURE CLAIM INDEMNITY ARISING OUT OF THIS SECTION 8.2.
8.3
Escrow Agreement; Release of Escrow Units.
At
the Closing, the Escrow Units shall be delivered by the Operating Partnership to
the Escrow Agent under the Escrow Agreement, and such Escrow Units shall be
available as and to the extent provided in the Escrow Agreement for satisfaction
of (i) Representation and Warranty Loss and Expenses, (ii) Disclosure Loss and
Expenses, (iii) General Partner Estoppel Loss and Expenses, (iv) Transaction
Loss and Expenses, (v) the cost of enforcement pursuant to Section 8.5, and
(vi) certain expenses of the Escrow Agent.
The Escrow Units shall be disbursed
as provided in the Escrow Agreement.
8.4
Indemnification of the Contributing Partners.
(A)
INDEMNIFICATION.
SUBJECT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, THE COMPANY AND THE OPERATING PARTNERSHIP JOINTLY
AND SEVERALLY AGREE TO INDEMNIFY THE CONTRIBUTING PARTNERS AND THEIR OFFICERS,
DIRECTORS, EMPLOYEES, SHAREHOLDERS, AND AFFILIATES, AND THEIR SUCCESSORS AND
PERMITTED ASSIGNS (COLLECTIVELY, THE "CONTRIBUTING PARTNER INDEMNIFIED
PERSONS"), FROM AND AGAINST ANY AND ALL DAMAGES, CLAIMS, LOSSES, EXPENSES,
COSTS, OBLIGATIONS AND LIABILITIES (EXCLUDING ALL CONSEQUENTIAL DAMAGES AND
INCLUDING ALL REASONABLE ATTORNEYS' FEES AND EXPENSES, INCLUDING REASONABLE
EXPERT FEES AND EXPENSES) (THE "CONTRIBUTING PARTNER LOSS AND EXPENSES")
INCURRED BY ANY OF THE CONTRIBUTING PARTNER INDEMNIFIED PERSON OR ENTITY BY
REASON OF OR ARISING OUT OF (I) ANY BREACH AS OF THE CLOSING DATE OF ANY
REPRESENTATION AND WARRANTY MADE BY VORNADO IN ARTICLE III OF THIS AGREEMENT,
AND (II) ANY VIOLATION OR ALLEGED VIOLATION
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OF ANY APPLICABLE SECURITIES LAWS OR REGULATIONS IN CONNECTION WITH THE
TRANSACTION OR THE ISSUANCE OF THE UNITS THEREIN, INCLUDING IN CONNECTION WITH
ANY INFORMATION STATEMENT, PROSPECTUS OR REGISTRATION STATEMENT FILED WITH THE
COMMISSION OR DISTRIBUTED TO THE PARTNERS IN CONNECTION WITH THE TRANSACTION
INSOFAR AS SUCH CONTRIBUTING PARTNER LOSS AND EXPENSE ARISES OUT OF, OR IS BASED
UPON, ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR A MATERIAL FACT OR ANY
OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MATERIALLY
MISLEADING, IN EACH CASE TO THE EXTENT, BUT ONLY TO THE EXTENT, SUCH UNTRUE
STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION WAS MADE
IN RELIANCE UPON AND IN CONFORMITY WITH VORNADO PROVIDED INFORMATION TO BE
INCLUDED AND SET FORTH IN ANY PRIVATE PLACEMENT MEMORANDUM, PROSPECTUS OR
REGISTRATION STATEMENT FILED WITH