UNDER THE SPACE LEASES, (III) LIENS CREATED UNDER THE PERMITTED
MORTGAGE DEBT, AND (IV) SUCH OTHER MATTERS AS SHALL HAVE BEEN APPROVED IN
WRITING BY VORNADO ON OR PRIOR TO THE DATE THAT IS FIFTEEN (15) DAYS PRIOR TO
THE CLOSING DATE.
(K)
CONSENTS.
ALL OTHER THIRD-PARTY CONSENTS
REQUIRED FOR CONSUMMATION OF THE TRANSACTION SHALL HAVE BEEN OBTAINED.
(L)
RELIANCE UPON REGULATION D.
THE COMPANY
AND THE OPERATING PARTNERSHIP SHALL, BASED ON ADVICE OF ITS COUNSEL, BE
REASONABLY SATISFIED THAT THE ISSUANCE OF UNITS TO THE CONTRIBUTING PARTNERS MAY
BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT IN RELIANCE UPON
REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT").
(M)
PERSONAL PROPERTY.
THE SUBJECT ENTITIES SHALL
OWN GOOD TITLE TO ALL PERSONAL PROPERTY, SPACE LEASES, EQUIPMENT LEASES,
OPERATING AGREEMENTS, PERMITS, INTANGIBLE PROPERTY, AND ANY OTHER PROPERTY TO BE
CONVEYED PURSUANT TO THIS AGREEMENT, FREE AND CLEAR OF ALL LIENS, EXCEPT FOR
PERMITTED EXCEPTIONS AND PERMITTED ENCUMBRANCES.
(N)
RECORDS.
THE DELIVERY BY THE GENERAL
PARTNERS OF, TO THE EXTENT IN THE GENERAL PARTNERS' POSSESSION OR CONTROL, THE
ORIGINAL SPACE LEASES, EQUIPMENT LEASES, OPERATING AGREEMENTS AND GOVERNING
DOCUMENTS; COPIES OR ORIGINALS OF ALL BOOKS AND RECORDS OF ACCOUNT; COPIES OF
CORRESPONDENCE WITH TENANTS AND SUPPLIERS; RECEIPTS FOR DEPOSITS; PAPERS OR
DOCUMENTS WHICH PERTAIN TO THE CURRENT OR FUTURE OPERATION OF THE PROPERTY; ANY
UNPAID BILLS TO BE PAID BY THE SUBJECT ENTITIES AFTER SUCH CLOSING; ALL
ADVERTISING MATERIALS, BOOKLETS, KEYS AND OTHER ITEMS, IF ANY, USED IN THE
OPERATION OF THE PROPERTY; THE ORIGINAL "AS-BUILT" PLANS AND SPECIFICATIONS AND
ALL OTHER AVAILABLE PLANS AND SPECIFICATIONS RELATING TO THE PROPERTY; AND ANY
ADDITIONAL DOCUMENTS THAT THE VNO
38
TRANSACTION SUB OR THE TITLE COMPANY MAY REASONABLY REQUIRE FOR THE PROPER
CONSUMMATION OF THE TRANSACTION.
(O)
RELEASE OF DEPOSITS FROM DEPOSIT ESCROW
AGREEMENT.
THE CASH OR LETTER OF CREDIT, INCLUDING ALL EARNINGS THEREON,
DEPOSITED PURSUANT TO THE DEPOSIT ESCROW AGREEMENT SHALL BE RELEASED TO VORNADO
AT CLOSING.
THE GENERAL PARTNERS SHALL REIMBURSE VORNADO FOR THE AMOUNT, IF
ANY, OF ANY EXPENSES OF THE ESCROW AGENT THAT WERE DUE FROM BUT NOT PAID BY THE
GENERAL PARTNERS IN ACCORDANCE WITH THE TERMS OF THE DEPOSIT ESCROW AGREEMENT,
AND FOR WHICH THE ESCROW AGENT REDUCED THE AMOUNT OF THE ESCROW FUNDS RELEASED
TO VORNADO.
(P)
CONDITION OF THE PROPERTY.
ALL FIXTURES,
MECHANICAL SYSTEMS AND UTILITIES REQUIRED FOR THE NORMAL OPERATION OF THE
PROPERTY MUST BE PRESENT AND IN GOOD WORKING CONDITION AT THE CLOSING.
(Q)
OTHER DOCUMENTS.
ANY SUCH OTHER DOCUMENTS
AS MAY BE REQUESTED BY VORNADO IN ITS SOLE DISCRETION, INCLUDING A FIRPTA
CERTIFICATE AND AN OWNER'S AFFIDAVIT IN FORM SATISFACTORY TO BE DELIVERED TO THE
TITLE COMPANY.
(R)
OTHER CONDITIONS.
ANY SUCH OTHER
CONDITIONS TO THE VNO TRANSACTION SUB'S OBLIGATION TO CONSUMMATE THE TRANSACTION
AS MAY BE SET FORTH IN THE INFORMATION STATEMENT SHALL HAVE BEEN SATISFIED ON
TERMS SATISFACTORY TO THE VNO TRANSACTION SUB IN ITS SOLE DISCRETION.
7.3
Conditions to the Contributing Partners'
Obligation to Consummate