THE
BOOKS AND RECORDS OF THE OPERATING PARTNERSHIP.
For purposes of this Agreement, "Person" means any individual, corporation,
partnership, limited liability company, joint venture, trust, unincorporated
organization or other form of business or legal entity.
1.6
Federal Income Tax Characterization.
The
General Partners and Vornado each intends that (i) the Transaction shall be
treated as a contribution of the Contributed Interests by the Contributing
Partners to the Operating Partnership solely in exchange for Units and within
the scope of Section 721 of the Internal Revenue Code of
7
1986, as amended (the "Code"), and (ii) the VNO Transaction Sub and any other
wholly-owned subsidiary of the Operating Partnership that is involved in the
Transaction shall be disregarded for federal income tax purposes.
Each
Contributing Partner and Vornado shall treat the Transaction as set forth in
this Section 1.6 for all federal income tax purposes.
1.7
Escrow; Appointment of Representatives.
(A)
AT THE CLOSING, THE OPERATING PARTNERSHIP
SHALL DEPOSIT OR CAUSE TO BE DEPOSITED IN ESCROW WITH THE ESCROW AGENT NAMED IN
THE ESCROW AGREEMENT (AS DEFINED HEREIN) (THE "ESCROW AGENT") THE GENEVA ESCROW
UNITS AND THE PARIS ESCROW UNITS (COLLECTIVELY, THE "ESCROW UNITS").
SUCH UNITS
SHALL BE DEPOSITED BY THE CONTRIBUTING PARTNERS, AND SHALL BE HELD AND RELEASED
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THAT CERTAIN ESCROW AGREEMENT
DATED AS OF THE CLOSING DATE, AMONG THE COMPANY, THE OPERATING PARTNERSHIP,
MESSRS. SMITH AND KOGOD, EACH IN HIS CAPACITY AS AN INDIVIDUAL AND A
REPRESENTATIVE, AND THE ESCROW AGENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO
AS EXHIBIT C-1 (THE "ESCROW AGREEMENT").
THE VOTING, DISTRIBUTION AND OTHER
RIGHTS WITH RESPECT TO THE ESCROW UNITS SHALL BE AS SET FORTH IN THE ESCROW
AGREEMENT.
(B)
THE GENERAL PARTNERS ARE HEREBY AUTHORIZED
AND APPOINTED TO ACT FOR, AND ON BEHALF OF, THE REPRESENTATIVES OF ANY AND ALL
OF THE CONTRIBUTING PARTNERS (THE "REPRESENTATIVES"), (WITH FULL POWER OF
SUBSTITUTION) IN CONNECTION WITH THE TRANSACTION OR THIS AGREEMENT, INCLUDING
ANY ASSERTION OF ANY AND ALL CLAIMS FOR SATISFACTION OF A LOSS BY THE COMPANY,
THE OPERATING PARTNERSHIP OR CERTAIN AFFILIATES PURSUANT TO THE TERMS OF THIS
AGREEMENT, THE PROVISIONS OF THE ESCROW AGREEMENT AND THE DEPOSIT ESCROW
AGREEMENT PERTAINING THERETO AND ALL ACTIONS AND DETERMINATIONS IN CONNECTION
THEREWITH.
THE GENERAL PARTNERS HEREBY AGREE THAT THE COMPANY AND THE OPERATING
PARTNERSHIP MAY RELY UPON THE AUTHORITY OF THE REPRESENTATIVES TO ACT WITHOUT
ANY INQUIRY.
EACH OTHER PARTNER ELECTING TO BECOME A CONTRIBUTING PARTNER
HEREBY DESIGNATES AND APPOINTS THE GENERAL PARTNERS (EITHER OF WHOM MAY ACT) AS
ITS TRUE AND LAWFUL ATTORNEY-IN-FACT TO EXECUTE AND DELIVER, IN ITS NAME, PLACE
AND STEAD, THE TAX REPORTING AND PROTECTION AGREEMENT.
EACH OTHER PARTNER
ELECTING TO BECOME A CONTRIBUTING PARTNER SHALL BE BOUND BY THIS SECTION 1.7(B)
AND ALL OTHER PROVISIONS IN THIS AGREEMENT.
1.8
Transfer Restrictions; Redemption Rights.
(A)
THE CONTRIBUTING PARTNERS SHALL NOT HAVE
THE RIGHT, DURING THE PERIOD COMMENCING ON THE CLOSING DATE AND ENDING ON THE
FIRST ANNIVERSARY THEREOF, TO SELL, PLEDGE, HYPOTHECATE,