AS A RESULT OF THE TRANSACTION, AND CONSENTED TO THE WAIVER OF ANY SUCH
RIGHT HELD BY THE SUBJECT ENTITIES, AND (III) AGREED TO THE MODIFICATIONS OF THE
GOVERNING DOCUMENTS DESCRIBED ON SCHEDULE 7.1(C), ALL IN FORM AND SUBSTANCE
SATISFACTORY TO VORNADO.
(D)
CONSENT OF BOARD OF TRUSTEES.
THE COMPANY
SHALL HAVE RECEIVED ALL NECESSARY CONSENTS FROM THE VORNADO BOARD APPROVING THE
TRANSACTION.
AFTER THE EXPIRATION OF THE STUDY PERIOD, IF THIS AGREEMENT IS
TERMINATED AS A RESULT OF THE FAILURE OF THE COMPANY TO RECEIVE ALL NECESSARY
CONSENTS, THE DEPOSIT AND ALL EARNINGS THEREON SHALL BE RELEASED TO THE
OPERATING PARTNERSHIP IN ACCORDANCE WITH THE TERMS OF THE DEPOSIT ESCROW
AGREEMENT.
(E)
CONSENT OF EXISTING LENDER.
BAYERISCHE
VEREINSBANK AG, NEW YORK BRANCH SHALL HAVE ISSUED TO THE GENERAL PARTNERS AND
VORNADO SUCH CONSENTS TO THE TRANSACTION AS MAY BE REQUIRED PURSUANT TO THE
TERMS OF THE PERMITTED MORTGAGE DEBT.
7.2
Conditions to the VNO Transaction Sub's
Obligation to Consummate the Transaction.
Anything to the contrary
notwithstanding, the parties to this Agreement expressly agree that the
obligation of the VNO Transaction Sub to consummate the Transaction is
conditioned upon the satisfaction (or waiver by the VNO Transaction Sub in its
sole discretion) of each of the following conditions at or prior to the Closing
(or such earlier date as specified with respect to a particular condition):
(A)
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNERS SET FORTH IN THIS
AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS (DETERMINED WITHOUT
GIVING EFFECT TO ANY MATERIALITY QUALIFICATION OR LIMITATION IN ANY INDIVIDUAL
REPRESENTATION OR WARRANTY) AS OF THE CLOSING DATE, WITHOUT REFERENCE TO ANY
MODIFICATIONS AS TO WHICH VORNADO OBTAINS KNOWLEDGE AFTER THE DATE HEREOF AND
PRIOR TO THE CLOSING, BY REASON OF ANY NOTICE DELIVERED BY THE GENERAL PARTNERS
36
PURSUANT TO SECTION 6.13 OR OTHERWISE, BUT SUBJECT TO CHANGES RESULTING FROM THE
OPERATION OF THE PROPERTY BETWEEN THE DATE HEREOF AND THE CLOSING DATE IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 6.3 AND CHANGES EXPRESSLY PERMITTED
PURSUANT TO THE TERMS OF THIS AGREEMENT.
THE COMPANY AND THE OPERATING
PARTNERSHIP SHALL HAVE RECEIVED A CERTIFICATE (WHICH CERTIFICATE MAY BE
QUALIFIED BY "KNOWLEDGE" TO THE SAME EXTENT AS SUCH REPRESENTATIONS AND
WARRANTIES ARE SO QUALIFIED) SIGNED ON BEHALF OF THE GENERAL PARTNERS TO SUCH
EFFECT.
IN ADDITION, SUCH CERTIFICATE SHALL CONTAIN A LIST AND COPIES OF ANY
SPACE LEASES, EQUIPMENT LEASES, AND OPERATING AGREEMENTS ENTERED INTO AFTER THE
DATE HEREOF IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OR OTHERWISE NOT
DELIVERED TO THE OPERATING PARTNERSHIP AS OF THE DATE HEREOF, AND IN EFFECT AS
OF THE CLOSING DATE, EACH OF WHICH THE GENERAL PARTNERS SHALL CERTIFY TO BE
TRUE, CORRECT AND COMPLETE AS OF THE CLOSING, AND A RENT ROLL (IN FORM SIMILAR
TO THE RENT ROLL PROVIDED AS OF THE EFFECTIVE DATE), DATED AS OF THE CLOSING
DATE, WHICH THE GENERAL PARTNERS SHALL CERTIFY TO BE TRUE, CORRECT AND COMPLETE
IN ALL MATERIAL RESPECTS