AS OF SUCH DATE.
(B)
PERFORMANCE OF OBLIGATIONS OF THE GENERAL
PARTNERS.
THE GENERAL PARTNERS SHALL HAVE PERFORMED IN ALL MATERIAL RESPECTS
ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY THEM UNDER THIS AGREEMENT AT OR
PRIOR TO THE CLOSING AND THE COMPANY AND THE OPERATING PARTNERSHIP SHALL HAVE
RECEIVED A CERTIFICATE SIGNED BY THE GENERAL PARTNERS, IN SUCH CAPACITY,
CERTIFYING TO SUCH EFFECT.
(C)
PARTICIPATION OF OTHER PARTNERS.
THE
CONTRIBUTED INTERESTS OWNED BY THE OTHER PARTNERS ELECTING TO PARTICIPATE IN THE
TRANSACTION, TOGETHER WITH THE CONTRIBUTED INTERESTS OF THE GENERAL PARTNERS,
SHALL REPRESENT AN AGGREGATE PARIS PERCENTAGE OF NOT LESS THAN THIRTY PERCENT
(30%) AND AN AGGREGATE GENEVA PERCENTAGE OF NOT LESS THAN THIRTY PERCENT (30%).
(D)
CONSENT OF GENEVA LP PARTNERS.
ALL OF THE
PARTNERS OF GENEVA LP SHALL HAVE CONSENTED TO THE ADMISSION OF THE VNO
TRANSACTION SUB AS A GENERAL PARTNER OF GENEVA LP AND SUCH OTHER MODIFICATIONS
OF THE GENEVA LP GOVERNING DOCUMENTS AS ARE DESCRIBED ON SCHEDULE 7.2(D).
(E)
OPINION.
VORNADO SHALL HAVE RECEIVED AN
OPINION LETTER DATED THE CLOSING DATE FROM GROSSBERG, YOCHELSON, FOX & BEYDA,
LLP IN THE FORM AS THE PARTIES REASONABLY SHALL AGREE.
(F)
COMFORT LETTER.
VORNADO SHALL HAVE
RECEIVED A COMFORT LETTER FROM HARITON, MANCUSO & JONES, P.C., DATED AS OF THE
DATE OF THE INFORMATION STATEMENT, AS DESCRIBED IN SECTION 5.2 AND AN UPDATED
COMFORT LETTER DATED AS OF THE CLOSING DATE.
(G)
ESCROW AGREEMENT.
MESSRS. SMITH AND KOGOD,
IN THEIR CAPACITIES AS GENERAL PARTNERS AND REPRESENTATIVES, SHALL HAVE EXECUTED
AND DELIVERED THE ESCROW AGREEMENT TO THE OPERATING PARTNERSHIP.
(H)
LIMITED PARTNER ACCEPTANCE AGREEMENT.
EACH
CONTRIBUTING PARTNER SHALL HAVE EXECUTED AND DELIVERED TO THE OPERATING
PARTNERSHIP A LIMITED PARTNERSHIP ACCEPTANCE AGREEMENT.
37
(I)
ESTOPPELS.
THE GENERAL PARTNERS SHALL
HAVE DELIVERED TO THE COMPANY AND THE OPERATING PARTNERSHIP THE GSA LEASE
SUMMARIES, THE TENANT ESTOPPELS AND SUBSTITUTE GENERAL PARTNER ESTOPPELS, IF
ANY, REQUIRED PURSUANT TO SECTION 6.8.
(J)
TITLE TO REAL ESTATE AND TITLE
INSURANCE.
PARIS LP AND GENEVA LP SHALL OWN GOOD AND INDEFEASIBLE TITLE TO THE
PARIS PROPERTY AND GENEVA PROPERTY, RESPECTIVELY, FREE OF ANY LIEN, MORTGAGE,
DEED OF TRUST, ENCROACHMENT, RESERVATION, RIGHT OF WAY, EASEMENT, LEASE,
SUBLEASE, LICENSE, ASSIGNMENT, AGREEMENT, CONDITION, RESTRICTION, TIDE DEFECT OR
ANY DISCREPANCY IN ACREAGE, BOUNDARY LINE DISPUTE OR OTHER MATTER THAT WOULD BE
DISCLOSED BY AN ACCURATE SURVEY OR INSPECTION OF THE PROPERTY (EACH, AN
"ENCUMBRANCE"), OTHER THAN PERMITTED ENCUMBRANCES, WITH TITLE TO THE PROPERTY
BEING MARKETABLE, GOOD OF RECORD AND IN FACT AND INSURABLE AND INSURED WITHOUT
EXCEPTIONS (OTHER THAN THE PERMITTED ENCUMBRANCES), INCLUDING A NON-IMPUTATION
ENDORSEMENT AND SUCH OTHER REASONABLE AND CUSTOMARY ENDORSEMENTS REQUIRED BY
VORNADO, AT NO GREATER THAN STANDARD RATES BY A RECOGNIZED NATIONAL TITLE
INSURANCE COMPANY (THE "TITLE COMPANY") REASONABLY ACCEPTABLE TO VORNADO AND
LICENSED TO DO BUSINESS IN THE COMMONWEALTH OF VIRGINIA.
FOR PURPOSES OF THIS
AGREEMENT, "PERMITTED ENCUMBRANCES" SHALL MEAN, AS TO THE PROPERTY, (I) LIENS IN
RESPECT OF REAL ESTATE TAXES NOT YET DUE AND PAYABLE, (II) RIGHTS OF TENANTS, AS
TENANTS ONLY