SET FORTH IN THE NOTICE BY THE
OPERATING PARTNERSHIP SHALL BE CONSIDERED VORNADO LOSS AND EXPENSES FOR ALL
PURPOSES OF THIS AGREEMENT.
IF THE REPRESENTATIVES OBJECT IN WRITING TO THE
APPLICABILITY OF THE REPRESENTATION AND WARRANTY INDEMNITY, THE DISCLOSURE
INDEMNITY, THE GENERAL PARTNER ESTOPPEL INDEMNITY OR THE TRANSACTION INDEMNITY,
WITH RESPECT TO SUCH CLAIM WITHIN SUCH TWENTY (20) DAY PERIOD, THEN EITHER THE
OPERATING PARTNERSHIP OR THE REPRESENTATIVES MAY SEEK TO HAVE SUCH DISPUTE
ADJUDICATED BY A COURT OF COMPETENT JURISDICTION.
NO CLAIM ASSERTED BY THE
OPERATING PARTNERSHIP THAT IS DISPUTED BY THE REPRESENTATIVES PURSUANT TO THIS
SECTION 8.2(D) SHALL BE DEEMED TO BE A VORNADO LOSS AND EXPENSES FOR PURPOSES OF
THIS AGREEMENT UNTIL SUCH DISPUTE IS FINALLY RESOLVED BY AGREEMENT BETWEEN THE
OPERATING PARTNERSHIP AND THE REPRESENTATIVES OR BY A FINAL, NONAPPEALABLE ORDER
OF A COURT OF COMPETENT JURISDICTION.
(E)
SATISFACTION OF VORNADO LOSS AND EXPENSES;
SUBROGATION.
ONCE THE AMOUNT OF VORNADO LOSS AND EXPENSES ARISING OUT OF ANY
CLAIM HAS BEEN ESTABLISHED IN ACCORDANCE WITH SECTION 8.2(D) ABOVE AND THE
THRESHOLD SET FORTH IN SECTION 8.2(C)(I) HAS BEEN EXCEEDED (EXCEPT IN THE CASE
OF A GENERAL PARTNER ESTOPPEL LOSS AND EXPENSES, TO WHICH SUCH THRESHOLD IS NOT
APPLICABLE), THE SOLE REMEDY OF THE OPERATING PARTNERSHIP WITH RESPECT TO SUCH
VORNADO LOSS AND EXPENSES SHALL BE TO EXERCISE ITS RIGHTS TO RECOVERY UNDER THE
ESCROW AGREEMENT IN ACCORDANCE WITH SECTION 8.3.
NONE OF THE CONTRIBUTING
PARTNERS, THE REPRESENTATIVES OR ANY OF THEIR SHAREHOLDERS, MEMBERS OR PARTNERS
SHALL HAVE ANY PERSONAL LIABILITY WITH RESPECT TO THE OBLIGATIONS SET FORTH IN
THIS SECTION 8.2.
UPON THE SATISFACTION OF ANY VORNADO LOSS AND EXPENSES
PURSUANT TO THIS AGREEMENT AND THE ESCROW AGREEMENT, EACH CONTRIBUTING PARTNER
SHALL BE SUBROGATED (BUT ONLY TO THE EXTENT OF SUCH SATISFACTION AND AT NO RISK
OR LIABILITY TO THE OPERATING PARTNERSHIP) TO THE RIGHTS (IF ANY) OF THE
OPERATING PARTNERSHIP AGAINST ANY THIRD PARTIES WITH RESPECT TO SUCH VORNADO
LOSS AND EXPENSES, AND THE OPERATING PARTNERSHIP SHALL COOPERATE WITH THE
GENERAL
47
PARTNERS (AT NO COST OR LIABILITY TO THE OPERATING PARTNERSHIP) IN PURSUING SUCH
CLAIMS AGAINST ANY THIRD PARTIES.
(F)
TERMINATION OF REPRESENTATION AND
WARRANTY INDEMNITY, DISCLOSURE INDEMNITY, LANDLORD ESTOPPEL INDEMNITY AND
TRANSACTION INDEMNITY.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, THE INDEMNIFICATION UNDER THIS SECTION 8.2 SHALL TERMINATE AND BE
EXTINGUISHED FOREVER ON THE DATE THAT IS THE LAST DAY OF THE INDEMNITY PERIOD,
UNLESS AND TO THE EXTENT A WRITTEN CLAIM HAS BEEN ASSERTED AND WRITTEN NOTICE
THEREOF HAS BEEN GIVEN TO THE REPRESENTATIVES PURSUANT TO THIS SECTION 8.2 ON OR
PRIOR TO SUCH DATE.
IF SUCH A TIMELY WRITTEN CLAIM HAS BEEN MADE, THE
INDEMNIFICATION SHALL CONTINUE BEYOND THE INDEMNITY NOTICE DATE, BUT ONLY WITH
RESPECT TO SUCH CLAIM AND ONLY UNTIL THE EARLIER OF (I) THE DATE SUCH CLAIM IS
SATISFIED PURSUANT TO THE ESCROW AGREEMENT OR OTHERWISE FINALLY RESOLVED,
(II) IF LEGAL ACTION IS TAKEN WITH RESPECT TO SUCH CLAIM DURING THE INDEMNITY
PERIOD, THE DATE ON WHICH