the
benefit of each Contributing Partner (the "Tax Reporting and Protection
Agreement").
5.2
Information Statement.
(A)
EACH OF THE GENERAL PARTNERS, THE COMPANY
AND THE OPERATING PARTNERSHIP SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THE TIMELY PREPARATION AND MAILING OF AN INFORMATION STATEMENT IN RESPECT
OF THE SOLICITATION OF THE AGREEMENT OF EACH OTHER PARTNER TO CONTRIBUTE ITS
INTERESTS IN THE SUBJECT ENTITIES AS PART OF THE TRANSACTION (THE "INFORMATION
STATEMENT").
VORNADO SHALL CAUSE THE PREPARATION OF THE INFORMATION STATEMENT,
SUBJECT TO CONSENT OF THE GENERAL PARTNERS, NOT TO BE UNREASONABLY WITHHELD,
DELAYED OR CONDITIONED.
VORNADO'S OBLIGATION TO MAIL THE INFORMATION STATEMENT
SHALL BE CONDITIONED ON VORNADO'S RECEIVING A "COMFORT" LETTER FROM HARITON,
25
MANCUSO & JONES, P.C., INDEPENDENT PUBLIC ACCOUNTANTS FOR PARIS LP AND GENEVA
LP, OF THE KIND CONTEMPLATED BY THE STATEMENT OF AUDITING STANDARDS WITH RESPECT
TO LETTERS TO UNDERWRITERS PROMULGATED BY THE AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS (THE "AICPA STATEMENT"), DATED AS OF THE DATE OF THE
INFORMATION STATEMENT, ADDRESSED TO THE COMPANY, THE VORNADO BOARD AND THE
OPERATING PARTNERSHIP, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY AND THE OPERATING PARTNERSHIP, CONCERNING THE PROCEDURES UNDERTAKEN BY
HARITON, MANCUSO & JONES, P.C. WITH RESPECT TO THE FINANCIAL STATEMENTS AND
INFORMATION OF PARIS LP AND GENEVA LP CONTAINED IN THE INFORMATION STATEMENT AND
THE OTHER MATTERS CONTEMPLATED BY THE AICPA STATEMENT AND OTHERWISE CUSTOMARY IN
SCOPE AND SUBSTANCE FOR LETTERS DELIVERED BY INDEPENDENT PUBLIC ACCOUNTANTS IN
CONNECTION WITH TRANSACTIONS SUCH AS THOSE CONTEMPLATED BY THIS AGREEMENT.
(B)
THE GENERAL PARTNERS SHALL RECOMMEND TO EACH
OF THE OTHER PARTNERS THAT THEY PARTICIPATE IN THE TRANSACTION AND SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN IN A TIMELY MANNER THE LEVEL OF
PARTICIPATION DESCRIBED IN SECTION 7.2(C).
NOTWITHSTANDING THE FOREGOING, THE
GENERAL PARTNERS' OBLIGATIONS UNDER THIS SECTION 5.2(B) SHALL BE CONDITIONED
UPON THE RECEIPT BY THE GENERAL PARTNERS, ON OR BEFORE THE EXPIRATION OF THE
STUDY PERIOD, OF THE FAIRNESS OPINION OF ROBERT A. STANGER & CO., INC.
("STANGER & CO."), THE GENERAL PARTNERS' FINANCIAL ADVISOR (THE "FAIRNESS
OPINION"), TO THE EFFECT THAT, SUBJECT TO THE MATTERS AND ASSUMPTIONS SET FORTH
IN SUCH OPINION, (I) THE CONSIDERATION TO BE RECEIVED BY CONTRIBUTING PARTNERS
PURSUANT TO THE TRANSACTION IN THE AGGREGATE IS FAIR TO SUCH CONTRIBUTING
PARTNERS FROM A FINANCIAL POINT OF VIEW AND (II) THE ALLOCATION OF THE EXCHANGE
VALUE PURSUANT TO THIS AGREEMENT (I.E., A PERCENTAGE EQUAL TO THE PARIS
ALLOCATION BEING ALLOCATED TO THE PARIS SPECIFIC PROPERTY AND A PERCENTAGE EQUAL
TO THE GENEVA ALLOCATION BEING ALLOCATED TO THE GENEVA PROPERTY, IN EACH CASE
WITHOUT TAKING INTO ACCOUNT THE NET CLOSING DATE PRORATIONS); PROVIDED, HOWEVER,
THAT VORNADO SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO MODIFY THE PARIS
ALLOCATION AND THE GENEVA ALLOCATION TO THE EXTENT NECESSARY TO CAUSE THE
FAIRNESS OPINION TO SATISFY CLAUSE (II) OF THE FOREGOING CONDITION, SO LONG AS
THE SUM OF THE PARIS ALLOCATION AND THE GENEVA ALLOCATION IS 100%.
(C)
THE GENERAL PARTNERS SHALL (I) CAUSE PARIS