THE PERIOD PRIOR TO THE PRORATION TIME
THAT HAVE NOT BEEN PAID SHALL BE CREDITED TO VORNADO, AND VORNADO SHALL BE
DEBITED ANY SUCH TAXES AND OPERATING EXPENSES THAT ARE ALLOCABLE TO THE PERIOD
AFTER THE PRORATION TIME THAT HAVE BEEN PAID.
(I)
PERMITTED MORTGAGE DEBT.
INTEREST AND
OTHER CHARGES (OTHER THAN PRINCIPAL) PAYABLE IN RESPECT OF THE PERMITTED
MORTGAGE DEBT SHALL BE PRORATED TO THE PRORATION TIME, BASED ON THE ACTUAL
NUMBER OF DAYS INVOLVED.
ANY SUCH INTEREST AND OTHER CHARGES THAT ARE ALLOCABLE
TO THE PERIOD PRIOR TO THE PRORATION TIME THAT HAVE NOT BEEN PAID SHALL BE
CREDITED TO VORNADO.
THE PRINCIPAL AMOUNT OF THE PERMITTED MORTGAGE DEBT AS OF
THE PRORATION TIME SHALL BE A CREDIT TO VORNADO AS DESCRIBED IN
SECTION 1.5(B)(I)(V) OR SECTION 1.5(C)(I)(V), AS APPLICABLE.
9.3
Prorations Procedures.
The General Partners
shall provide to the VNO Transaction Sub such information and verification as
may be reasonably requested by the VNO Transaction Sub in connection with the
prorations and adjustments to be performed pursuant to Section 9.2.
The parties
shall make these prorations and adjustments on the Closing Date measured as of
the Proration Time using the best available information.
At Vornado's election,
the net proration amounts either (i) shall be finally estimated on the Closing
Date and reasonably agreed to by the General Partners and Vornado, with no
further adjustments after the Closing Date, or (ii) shall be estimated on the
Closing Date by Vornado and shall be reasonably agreed to by the General
Partners and Vornado as promptly as practicable after the Closing Date, with no
further adjustments after the Closing Date.
If the parties proceed under clause
(ii) of the preceding sentence, then the number of Units to be issued to each of
the Contributing Partners shall be estimated on
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the Closing Date, but such Units shall not finally be issued until the final net
prorations have been agreed upon, whereupon such Units shall be issued effective
as of the Closing Date.
ARTICLE X
TERMINATION
10.1
Termination.
At any time prior to the Closing, this
Agreement may be terminated by:
(A)
THE MUTUAL WRITTEN CONSENT DULY AUTHORIZED
BY THE VORNADO BOARD AND THE GENERAL PARTNERS;
(B)
VORNADO (IF NONE OF THE COMPANY, THE
OPERATING PARTNERSHIP OR THE VNO TRANSACTION SUB IS IN BREACH OF ANY OF ITS
MATERIAL OBLIGATIONS HEREUNDER) IF THE CONDITIONS SET FORTH IN SECTIONS 7.1 OR
7.2 FOR THE CONSUMMATION OF THE TRANSACTION HAVE NOT BEEN FULLY SATISFIED BY
OCTOBER 31, 2005 (OR SUCH LATER DATE AS MAY BE MUTUALLY AGREED UPON BY THE
COMPANY, THE OPERATING PARTNERSHIP AND THE GENERAL PARTNERS) UPON WRITTEN NOTICE
TO THE OTHER PARTIES AND WITHOUT ANY FURTHER LIABILITY OR OBLIGATION OF ANY
PARTY TO THE OTHER PARTIES UNDER THIS AGREEMENT, EXCEPT FOR ANY OBLIGATION OR
LIABILITY ARISING HEREUNDER PRIOR TO THE DATE OF SUCH TERMINATION, INCLUDING IN
CONNECTION WITH ANY BREACH OF THIS AGREEMENT;
(C)
THE GENERAL PARTNERS (IF THE CONTRIBUTING
PARTNERS ARE NOT IN BREACH OF ANY OF THEIR