Common use of BREACH; TERMINATION Clause in Contracts

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party breaching Party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. The University may terminate any Order at any time (without prejudice to any right of action or remedy which has accrued or thereafter accrues to the University) if the Supplier defaults in due performance of the Order. In the event that (1) the Implementing Party is not able or fails to provide of a Project(s) as required Material Breach of this Agreement by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by Defaulting Party, the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Aggrieved Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement by following the process set forth in fullthis clause 17. For the purposes hereof, Material Breach in respect of the Supplier, includes, but is not limited to, misrepresentation or breach of warranty which constitutes fraud by the Supplier, any acts or omissions of the Supplier which cause a material breach of the confidentiality provisions of the Agreement, the Supplier’s performance is materially deficient, or there are repeated non-material service delivery failures by the Supplier which in the aggregate could reasonably be considered material. The Aggrieved Party will provide the Defaulting Party with written notice of such material breach within 7 (seven) days of the material breach, and will provide the Defaulting Party with the opportunity to remedy the material breach as follows:  in the event of a failure to pay any amount due on the date payable, 14 (fourteen) days after receipt of such written notice; and  in the event of any other material breach, 14 (fourteen) days after receipt of such written notice. If the material breach is not remedied during the applicable remedy period set out above, the Aggrieved Party may, in addition to any other common law or (2) elect statutory remedies it may have:  with notice to the Defaulting Party, claim specific performance from the Defaulting Party of all the Defaulting Party’s obligations whether or not the due date for performance has arrived, and  terminate this Agreement only and claim from the Defaulting Party such damages as the Aggrieved Party may suffer. Upon written notice, the University may terminate this Agreement if the Supplier becomes insolvent or otherwise is, in the opinion of the University, in such financial circumstances as to one or more Projects listed in Exhibit A. In prejudice the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end proper performance of the Term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit TaxOrder. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. 16.1 The Non-Breaching party Caterer may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect with immediate effect by written notice to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, Supplier if the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term of the AgreementSupplier: (a) The Implementing Party shall breaches a material term or condition of this Agreement, including clause 3.1 (Supplier Obligations) clause 5 (Supply of Services, Products and/or Equipment), clause 6 (Supplier Warranties), clause 7 (Damage), clause 11 (Confidentiality and Privacy), clause Error! Reference source not found. (Venue Identity) and clause 13 (Intellectual Property) which are essential terms, and the breach cannot be required remedied, or if it can be remedied the Supplier fails to continue implementing remedy the Projectsbreach with ten (10) Business Days (or sooner, but may elect to continue implementing if the Projects using funds from sources other than circumstances of the Wake Transit Tax.breach so require) of notice issued by the Caterer; (b) GoTriangle shall reimburse is insolvent or an administrator or receiver is appointed over the Implementing Party for whole any expenses for part of the Projects that have been approved in Supplier’s assets, or it enters into an arrangement with creditors generally or any judgment is made against the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests.Supplier; or (c) cease or threatens to cease to carry on business or is removed from the relevant register of companies. 16.2 The Implementing Party Caterer may terminate this Agreement by written notice to the Supplier with immediate effect if: (a) the Caterer Agreement is terminated by VenuesWest, and VenuesWest does not require that the Agreement be performed by VenuesWest or novated to any other party authorised by VenuesWest); or (b) a Force Majeure Event occurs, which prevents the parties from performing all or substantially all of its obligations under this Agreement for a continuous period exceeding three (3) months. 16.3 If this Agreement is terminated further to clause 16.2(a) the Supplier will be paid: (a) all outstanding invoices by their respective due dates; and (b) within 30 days of receipt of an invoice issued by the Supplier, all reasonable amounts incurred by the Supplier in its supply of the Services, Products and/or Equipment as at the date of termination. 16.4 Further to clause 16.2(a), if this Agreement is to be performed by VenuesWest or VenuesWest requires that this Agreement be novated to any other party authorised by VenuesWest (with any novation at the sole discretion of VenuesWest), the Supplier will continue to perform this Agreement for the benefit of VenuesWest (or such other party authorised by VenuesWest) on the same terms and conditions as set out herein, without any compensation being payable to the Supplier. 16.5 If this Agreement is terminated further to clause 16.2(b) neither party shall report be liable to the final status other for its deliverable any loss, damage, costs, expenses of other claims for compensation arising as a direct or indirect result of breach or non-performance due to an event of Force Majeure. 16.6 Termination of this Agreement does not affect any accrued right or liability of either party. 16.7 Clause 8 (Insurance), clause 11 (Confidentiality and GoTriangle shall do a final quarterly report Privacy), clause 14 (Liability & Indemnity), and shall issue any other clause required to make these clauses effective continue to bind the annual report required by this Agreement.parties following

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term of the Agreement: (a) The Implementing Party shall not shallnot be required to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. The University may terminate any Order at any time (without prejudice to any right of action or remedy which has accrued or thereafter accrues to the University) if the Supplier defaults in due performance of the Order. In the event that (1) the Implementing Party is not able or fails to provide of a Project(s) as required Material Breach of this Agreement by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by Defaulting Party, the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Aggrieved Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement by following the process set forth in fullthis clause 17. For the purposes hereof, Material Breach in respect of the Supplier, includes, but is not limited to, misrepresentation or breach of warranty which constitutes fraud by the Supplier, any acts or omissions of the Supplier which cause a material breach of the confidentiality provisions of the Agreement, the Supplier’s performance is materially deficient, or there are repeated non-material service delivery failures by the Supplier which in the aggregate could reasonably be considered material. The Aggrieved Party will provide the Defaulting Party with written notice of such material breach within 7 (seven) days of the material breach, and will provide the Defaulting Party with the opportunity to remedy the material breach as follows: • in the event of a failure to pay any amount due on the date payable, 14 (fourteen) days after receipt of such written notice; and • in the event of any other material breach, 14 (fourteen) days after receipt of such written notice. If the material breach is not remedied during the applicable remedy period set out above, the Aggrieved Party may, in addition to any other common law or (2) elect statutory remedies it may have: • with notice to the Defaulting Party, claim specific performance from the Defaulting Party of all the Defaulting Party’s obligations whether or not the due date for performance has arrived, and • terminate this Agreement only and claim from the Defaulting Party such damages as the Aggrieved Party may suffer. Upon written notice, the University may terminate this Agreement if the Supplier becomes insolvent or otherwise is, in the opinion of the University, in such financial circumstances as to one or more Projects listed in Exhibit A. In prejudice the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end proper performance of the Term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit TaxOrder. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails Parties to this Agreement fail to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Comprehensive Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk SWG Administrator to the TPAC SWG Committee and the other Parties to this Agreement. The Non-Breaching party breaching Party may place the item on a TPAC SWG agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects, Projects but may elect to continue implementing the Projects using funds from sources other than the Wake Orange Transit Tax. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreementproject status.

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide A. If either party shall commit a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of material breach of this Agreement, the Parties other party shall serve written notice upon the allegedly breaching party, and the notice shall set forth the details of such alleged breach. Owner covenants and agrees that Manager shall not be deemed to have committed a material breach of this Agreement unless Manager wilfully violates any provision hereof, is grossly negligent in the observance or performance of any of its obligations hereunder, acts in bad faith in connection with its duties under this Agreement, or materially misapplies any funds received from the Property (to the extent not covered by insurance). B. Owner shall, within ten (10) days after its receipt of said notice, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article VIII. If Owner does not cure within such ten-day period, Manager shall have the right, but not the obligation, to cease providing services hereunder until the breach shall be entitled to such legal or equitable remedy as may be available, including specific performancecured. In the event that Manager shall cease providing services hereunder pursuant to this Paragraph, Owner shall have the right to terminate this Agreement and replace Manager in which event Manager promptly shall deliver to Owner all books and records with respect to the Property of Owner that are in Manager's possession and otherwise comply with paragraph H below, and upon its receipt of any outstanding payments due to it, shall cooperate with the successor Manager to effect a smooth transition in the management and operation of the Property. C. Manager shall, within thirty (30) days after its receipt of a notice under Paragraph A of this Article VIII, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article VIII; or if said breach cannot be cured within said thirty (30) day period, Manager shall within said time period commence and thereafter diligently and continuously proceed with all necessary acts to cure such breach, subject to the terms of any loan documents and other material agreements affecting the Property. If Manager shall fail within said time period to cure the said breach, Owner shall have the right, by sending a second written notice to Manager, to terminate this Agreement effective immediately or as of a particular date which shall be specified in said second notice. D. If the party who receives the notice of breach shall, within five (5) days after receipt of such notice, send the notifying party a written notice disputing the claim of material breach and demanding arbitration thereof, then the parties hereto hereby agree that the dispute shall be submitted promptly by them to the American Arbitration Association for the City of New York for determination in accordance with its rules, and such determination shall be binding upon both parties. During the pendency of said arbitration, Manager shall continue to perform all of its obligations as Manager under this Agreement. If it is determined that the party did commit a breach, then the breach shall be cured within ten (10) days after service of a copy of the award or determination on the breaching party; and if not so cured, this Agreement shall be terminated. E. If, at any time during the term of this Agreement, there shall be filed against either of the parties hereto in any court, pursuant to any statute either of the United States or any state, a petition in bankruptcy or insolvency or for reorganization of or for the appointment of a receiver or trustee of all or a portion of the property of either party, and such petition is not discharged within thirty (30) days after the filing thereof, or if either party makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or permits this Agreement to be taken under any writ of execution or attachment, then in any of such events, the other party hereto shall have the right to terminate this Agreement by giving written notice, by certified mail, effective as of a particular date specified in said notice. F. Manager and Owner shall each have the further right to terminate this Agreement or any portion or provision thereof or activity thereunder on not less than thirty (30) days' prior written notice to the other party if Manager or Owner shall determine in good faith that this Agreement shall or may deprive Manager or Alexander's, Inc. of any benefits appurtenant to that Party's future qualification as a REIT under all applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or continued benefits if that party is a REIT. G. Upon full or partial termination, or expiration of this Agreement, all of the obligations of either party to the other shall terminate immediately except (i) Manager shall comply with the applicable provisions of Subsection H below, (ii) Owner shall pay to Manager all .Management Fees and expenses earned and/or due hereunder to the date of termination or expiration and (iii) as otherwise expressly stated herein. Upon any termination of any portion, provision or activity of or under this Agreement, the provisions of the preceding sentence shall apply in respect of the terminated portion, provision or activity. Owner shall pay Manager any amount owed to Manager under this Agreement within 30 days after any termination of this Agreement. H. Notwithstanding anything to the contrary contained elsewhere herein, in the event that the Management and Development Agreement dated February 6. 1995 between Alexander's Inc. and Vornado Realty Trust is terminated for any reason reason, Owner shall have the option to terminate this Management Agreement upon written notice to Manager given at least three months prior to such termination. I. Upon the expiration or earlier termination or partial termination of this Agreement with respect to any part of or the entire Property, Manager shall: 1. Deliver to Owner, or such other than person or persons designated by the end Owner, all books and records of the Term Property and all funds in its possession belonging to Owner or received by Manager pursuant to this .Agreement with respect to the Property, together with all leases and all other contracts related to the Property; provided, however, that Manager shall have the right to keep a copy of all such records: and 2. Assign, transfer or convey to Owner, or such other person or persons designated by Owner, all service contracts and personal property of Owner relating to or used in the operation or maintenance of the Property. Upon the expiration or termination of this Agreement: (a) The Implementing Party . Manager shall not render a full account to Owner and shall deliver to Owner a statement outlining in detail all management fees due to Manager hereunder with respect to the Property, shall cause the net amount of any funds held by Manager in connection with the Property to be required delivered to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax. (b) GoTriangle Owner and shall reimburse the Implementing Party for any expenses for the Projects that have been approved cooperate with Owner in the annual work plan transition by Owner to a replacement property manager, if applicable. Owner shall compensate Manager for all costs and made expenses incurred by Manager in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at good faith in connection with the time transition of termination. The Implementing Party shall have sixty (60) days after the date management of termination the Property from Manager to submit all Reimbursement Requestsany new manager. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide A. If either party shall commit a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of material breach of this Agreement, the Parties other party shall serve written notice upon the allegedly breaching party, and the notice shall set forth the details of such alleged breach. Owner covenants and agrees that Manager shall not be deemed to have committed a material breach of this Agreement unless Manager wilfully violates any provision hereof, is grossly negligent in the observance or performance of any of its obligations hereunder, acts in bad faith in connection with its duties under this Agreement, or materially misapplies any funds received from the Property (to the extent not covered by insurance). B. Owner shall, within thirty (30) days after its receipt of said notice, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article IX. If Owner does not cure within such ten-day period, Manager shall have the right, but not the obligation, to cease providing services hereunder until the breach shall be entitled to such legal or equitable remedy as may be available, including specific performancecured. In the event that Manager shall cease providing services hereunder pursuant to this Paragraph, Owner shall have the right to terminate this Agreement and replace Manager in which event Manager promptly shall deliver to Owner all books and records with respect to the Property that are in Manager's possession and otherwise comply with paragraph H below, and upon its receipt of any outstanding payments due to it, shall cooperate with the successor Manager to effect a smooth transition in the management and operation of the Property. C. Manager shall, within thirty (30) days after its receipt of a notice under Paragraph A of this Article IX, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article IX; or if said breach cannot be cured within said thirty (30) day period, Manager shall within said time period commence and thereafter diligently and continuously proceed with all necessary acts to cure such breach, subject to the terms of any loan documents and other material agreements affecting the Property. If Manager shall fail within said time period to cure the said breach, Owner shall have the right, by sending a second written notice to Manager, to terminate this Agreement effective immediately or as of a particular date which shall be specified in said second notice. D. If the party who receives the notice of breach shall, within five (5) days after receipt of such notice, send the notifying party a written notice disputing the claim of material breach and demanding arbitration thereof, then the parties hereto hereby agree that the dispute shall be submitted promptly by them to the American Arbitration Association for the City of New York for determination in accordance with its rules, and such determination shall be binding upon both parties. During the pendency of said arbitration, Manager shall continue to perform all of its obligations as Manager under this Agreement. If it is determined that the party did commit a breach, then the breach shall be cured within ten (10) days after service of a copy of the award or determination on the breaching party; and if not so cured, this Agreement shall be terminated. E. If, at any time during the term of this Agreement, there shall be filed against either of the parties hereto in any court, pursuant to any statute either of the United States or any state, a petition in bankruptcy or insolvency or for reorganization of or for the appointment of a receiver or trustee of all or a portion of the property of either party, and such petition is not discharged within thirty (30) days after the filing thereof, or if either party makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or permits this Agreement to be taken under any writ of execution or attachment, then in any of such events, the other party hereto shall have the right to terminate this Agreement by giving written notice, by certified mail, effective as of a particular date specified in said notice. F. Manager and Owner shall each have the further right to terminate this Agreement or any portion or provision thereof or activity thereunder on not less than thirty (30) days' prior written notice to the other party if Manager or Owner shall determine in good faith that this Agreement shall or may deprive Manager or Alexander's, Inc. of any benefits appurtenant to that Party's future qualification as a REIT under all applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or continued benefits if that party is a REIT. G. Upon full or partial termination, or expiration of this Agreement, all of the obligations of either party to the other shall terminate immediately except (i) Manager shall comply with the applicable provisions of Subsection H below, (ii) Owner shall pay to Manager all Management and Development Fees and expenses earned and/or due hereunder to the date of termination or expiration; provided, however, that in the event that Owner fails to make such payment, Owner shall not be in default hereunder, but interest shall accrue on such unpaid amounts at the rate of 18% per annum from the date of such termination, and the balance of such unpaid amounts, together with all interest accrued thereunder, shall in any event be paid on the earlier of (y) January 3, 2006 or (z) the date on which the loan being made by Bayerische Hypo-Und Vereinsbank A.G., as agent for itself and other co-lenders, to Owner to finance certain development costs with respect to the Property is paid in full, and (iii) as otherwise expressly stated herein. Upon any termination of any portion, provision or activity of or under this Agreement, the provisions of the preceding sentence shall apply in respect of the terminated portion, provision or activity. Owner shall pay Manager any amount owed to Manager under this Agreement within 30 days after any termination of this Agreement. H. Notwithstanding anything to the contrary contained elsewhere herein, in the event that the Management and Development Agreement dated February 6, 1995 between Alexander's Inc. and Vornado Realty Trust is terminated for any reason reason, Owner shall have the option to terminate this Management Agreement upon written notice to Manager given at least three months prior to such termination. I. Upon the expiration or earlier termination or partial termination of this Agreement with respect to the Property or any part thereof, Manager shall: 1. Deliver to Owner, or such other than person or persons designated by the end Owner, all books and records of the Term Property and all funds in its possession belonging to Owner or received by Manager pursuant to this Agreement with respect to the Property, together with all leases and all other contracts related to the Property; provided, however, that Manager shall have the right to keep a copy of all such records; and 2. Assign, transfer or convey to Owner, or such other person or persons designated by Owner, all service contracts and personal property of Owner relating to or used in the operation or maintenance of the Property. Upon the expiration or termination of this Agreement: (a) The Implementing Party . Manager shall not render a full account to Owner and shall deliver to Owner a statement outlining in detail all management fees due to Manager hereunder with respect to the Property, shall cause the net amount of any funds held by Manager in connection with the Property to be required delivered to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax. (b) GoTriangle Owner and shall reimburse the Implementing Party for any expenses for the Projects that have been approved cooperate with Owner in the annual work plan transition by Owner to a replacement property manager, if applicable. Owner shall compensate Manager for all costs and made expenses incurred by Manager in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at good faith in connection with the time transition of termination. The Implementing Party shall have sixty (60) days after the date management of termination the Property from Manager to submit all Reimbursement Requestsany new manager. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. A. If either party shall commit a material breach of this Management Agreement, the other party shall serve written notice upon the allegedly breaching party, and the notice shall set forth the details of such alleged breach. Owner covenants and agrees that Manager shall not be deemed to have committed a material breach of this Management Agreement unless Manager willfully violates any provision hereof, is grossly negligent in the observance or performance of any of its obligations hereunder, acts in bad faith in connection with its duties under this Management Agreement, or materially misapplies any funds received from the Property (to the extent not covered by insurance). B. Owner shall, within thirty (30) days after its receipt of said notice, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article IX. If Owner does not cure within such ten-day period, Manager shall have the right, but not the obligation, to cease providing services hereunder until the breach shall be cured. In the event that Manager shall cease providing services hereunder pursuant to this paragraph, Owner shall have the right to terminate this Management Agreement and replace Manager in which event Manager promptly shall deliver to Owner all books and records with respect to the Property that are in Manager’s possession and otherwise comply with paragraph I below, and upon its receipt of any outstanding payments due to it, shall cooperate with the successor Manager to effect a smooth transition in the management and operation of the Property. C. Manager shall, within thirty (130) days after its receipt of a notice under Paragraph A of this Article IX, cure such breach unless it disputes the Implementing Party is not able or fails to provide a Project(s) claim as required by the Agreementset forth in Paragraph D of this Article IX; or if said breach cannot be cured within said thirty (230) GoTriangle is not able day period, Manager shall within said time period commence and thereafter diligently and continuously proceed with all necessary acts to cure such breach, subject to the terms of any loan documents and other material agreements affecting the Property. If Manager shall fail within said time period to cure the said breach, Owner shall have the right, by sending a second written notice to Manager, to terminate this Management Agreement effective immediately or fails to provide funding for as of a Project(s) as required by particular date which shall be specified in said second notice. D. If the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out party who receives the notice of breach shall, with in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or five (5) days after receipt of such notice, send the notifying party a written notice disputing the claim of material breach and demanding arbitration thereof, then the parties hereto hereby agree that the dispute shall be submitted promptly by them to the American Arbitration Association for the City of New York for determination in accordance with its rules, and such determination shall be binding upon both parties. During the pendency of said arbitration, Manager shall continue to perform all of its obligation s as Manager under this Management Agreement. If it is determined that the party did commit a breach , then the breach shall be cured within ten (10) days after service of a copy of the award or determination on the breaching party; and if not so cured, this Management Agreement shall be terminated. E. If, at any Party withdraws time during the term of this Management Agreement, there shall be filed against either of the parties hereto in any court, pursuant to any statute either of the United States or any state, a petition in bankruptcy or insolvency or for reorganization of or for the appointment of a receiver or trustee of all or a portion of the property of either party, and such petition is not discharged with in thirty (30) days after the filing thereof, or if either party makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or permits this Management Agreement to be taken under any writ of execution or attachment, then in any of such events, the other party hereto shall have the right to terminate this Management Agreement by giving written notice, by certified mail, effective as of a particular date specified in said notice. F. Manager and Owner shall each have the further right to terminate this Management Agreement or any portion or provision thereof or activity thereunder on not less than thirty (30) days’ prior written notice to the other party if Manager or Owner shall determine in good faith that this Management Agreement shall or may deprive Manager or Alexander’s, Inc. of any benefits appurtenant to that Party’s future qualification as a REIT under all applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended from time to time (the Master Participation Agreement (separately each a “breachCode”), any Party to or continued benefits if that party is a REIT. G. Upon full or partial termination, or expiration of this Agreement shall notify Management Agreement, all of the Clerk obligations of either party to the TPAC Committee other shall terminate immediately except (i) Manager shall comply with the applicable provisions of Subsection I below, (ii) Owner shall pay to Manager all Management and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion Development Fees and a non-binding recommendation expenses earned and/or due hereunder to the Partiesdate of termination or expiration. The Non-breaching Party may provide the Breaching Party with a period Upon any termination of time to cure the breach to the reasonable satisfaction any portion, provision or activity of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate under this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Management Agreement, the Parties provisions of the preceding sentence shall be entitled apply in respect of the terminated portion, provision or activity. Owner shall pay Manager any amount owed to such legal or equitable remedy as may be availableManager under this Management Agreement within 30 days after any termination of this Management Agreement. H. Notwithstanding anything to the contrary contained elsewhere herein, including specific performance. In in the event that the Amended and Restated Management and Development Agreement dated July 3, 2002 between Alexander‘s, Inc. and Vornado Realty Trust is terminated for any reason reason, Owner shall have the option to terminate this Management Agreement upon written notice to Manager given at least three months prior to such termination. I. Upon the expiration or earlier termination or partial termination of this Management Agreement with respect to the Property or any part thereof, Manager shall: 1. Deliver to Owner, or such other than person or persons designated by the end Owner, all books and records of the Term Property and all funds in its possession belonging to Owner or received by Manager pursuant to this Management Agreement with respect to the Property, together with all leases and all other contracts related to the Property; provided, however, that Manager shall have the right to keep a copy of all such records: and 2. Assign, transfer or convey to Owner, or such other person or persons designated by Owner, all service contracts and personal property of Owner relating to or used in the operation or maintenance of the Property. Upon the expiration or termination of this Management Agreement: (a) The Implementing Party , Manager shall not render a full account to Owner and shall deliver to Owner a statement outlining in detail all management fees due to Manager hereunder with respect to the Property, shall cause the net amount of any funds held by Manager in connection with the Property to be required delivered to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax. (b) GoTriangle Owner and shall reimburse the Implementing Party for any expenses for the Projects that have been approved cooperate with Owner in the annual work plan transition by Owner to a replacement property manager, if applicable. Owner shall compensate Manager for all costs and made expenses incurred by Manager in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at good faith in connection with the time transition of termination. The Implementing Party shall have sixty (60) days after the date management of termination the Property from Manager to submit all Reimbursement Requestsany new manager. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. In 5.1 If the event that (1) Purchaser shall fail to complete the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities sale and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction purchase of the Non-breaching Party. If Sale Shares in accordance with the breach is not timely curedAgreement and/or breaches any of the terms and/or Purchaser’s Warranties before the Completion Date, or cannot be cured, then the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, the Parties Vendor shall be entitled to either: (i) claim for specific performance of the Agreement; or (ii) if prior to Completion Date, terminate the Agreement by written notice to the Purchaser, and upon such legal termination the Purchaser shall pay to the Vendor all reasonable costs and expense incurred by the Vendor pursuant to the negotiation and preparation of the Agreement based on invoices and subject to a maximum aggregate amount of USD25,000.00 only, after which the Vendor shall have no other claims whatsoever against the Purchaser and the Vendor shall be entitled to sell or equitable remedy dispose of the Sale Shares freely to any other party or parties and deal with the Advance as it deems fit. The Parties hereby authorise and the Documentation Stakeholder shall be authorised to return the Stakeholder Documents to the Vendor within fourteen (14) Business Days upon receipt of a copy of the said termination notice from any Party. 5.2 If the Vendor shall fail to complete the sale and purchase of the Sale Shares in accordance with the Agreement and/or breaches any of the terms of the Agreement or any of the Vendor’s Warranties before the Completion date, then the Purchaser shall be entitled to either: (i) claim for specific performance of the Agreement; or (ii) if prior to Completion Date, terminate the Agreement by written notice to the Vendor, and upon such termination the Vendor shall pay to the Purchaser all reasonable costs and expenses incurred by the Purchaser pursuant to the negotiation and preparation of the Agreement based on invoices and subject to a maximum aggregate amount of USD25,000.00 only, after which the Purchaser shall have no other claims whatsoever against the Vendor and the Vendor shall be entitled to sell or dispose of the Sale Shares freely to any other party or parties and deal with the Advance as it deems fit. The Documentation Stakeholder shall be authorised to return the Stakeholder Documents to the Vendor within fourteen (14) Business Days upon receipt of a copy of the said termination notice from any Party. 5.3 If it is found after the Completion Date that a Party shall have breached his/its obligations under the Agreement, the non-defaulting Party(s) shall be entitled to claim for specific performance in addition to any other remedies as may be availableavailable to the non-defaulting Party(s) under law and/or equity and the defaulting Party(s) shall indemnify and hold the non-defaulting Party(s) harmless against all costs, including specific performance. In the event the Agreement is terminated for any reason other than charges and expenses incurred or suffered by the end non-defaulting Party(s) arising from such breach. For the avoidance of doubt, the failure to pay an instalment does not invalidate the sale and purchase of the Term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit TaxSale Shares upon Completion. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party breaching Party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of breach of this Agreement, the Parties shall be entitled to such legal or equitable remedy as may be available, including specific performance. In the event the Agreement is terminated for any reason other than by the end of the Term term of the Agreement: (a) The Implementing Party shall not be required to continue implementing the Projects, Projects but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on this Agreement, whether or not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by this Agreement.

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide A. If either party shall commit a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of material breach of this Agreement, the Parties other party shall serve written notice upon the allegedly breaching party, and the notice shall set forth the details of such alleged breach. Owner covenants and agrees that Manager shall not be deemed to have committed a material breach of this Agreement unless Manager wilfully violates any provision hereof, is grossly negligent in the observance or performance of any of its obligations hereunder, acts in bad faith in connection with its duties under this Agreement, or materially misapplies any funds received from the Properties (to the extent not covered by insurance). B. Owner shall, within thirty (30) days after its receipt of said notice, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article X. If Owner does not cure within such ten-day period, Manager shall have the right, but not the obligation, to cease providing services hereunder until the breach shall be entitled to such legal or equitable remedy as may be available, including specific performancecured. In the event that Manager shall cease providing services hereunder pursuant to this Paragraph, Owner shall have the right to terminate this Agreement is terminated for and replace Manager in which event Manager promptly shall deliver to Owner all books and records with respect to the Properties and Owner that are in Manager's possession and otherwise comply with paragraph H below, and upon its receipt of any reason other than by outstanding payments due to it, shall cooperate with the end successor Manager to effect a smooth transition in the management, operation and development of the Term Properties and the management and operation of owner. C. Manager shall, within thirty (30) days, after its receipt of a notice under Paragraph A of this Article X, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article X; or if said breach cannot be cured within said thirty (30) day period, Manager shall within said time period commence and thereafter diligently and continuously proceed with all necessary acts to cure such breach, subject to the terms of any loan documents and other material agreements affecting the Properties. If Manager shall fail within said time period to cure the said breach, Owner shall have the right, by sending a second written notice to Manager, to terminate this Agreement effective immediately or as of a particular date which shall be specified in said second notice. D. If the party who receives the notice of breach shall, within five (5) days after receipt of such notice, send the notifying party a written notice disputing the claim of material breach and demanding arbitration thereof, then the parties hereto hereby agree that the dispute shall be submitted promptly by them to the American Arbitration Association for the City of New York for determination in accordance with its rules, and such determination shall be binding upon both parties. During the pendency of said arbitration, Manager shall continue to perform all of its obligations as Manager under this Agreement. If it is determined that the party did commit a breach, then the breach shall be cured within ten (10) days after service of a copy of the Agreement: (a) The Implementing Party award or determination on the breaching party; and if not so cured, this Agreement shall not be required to continue implementing the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Taxterminated. (b) GoTriangle E. If, at any time during the term of this Agreement there shall reimburse be filed against either of the Implementing Party parties hereto in any court, pursuant to any statute either of the United States or any state, a petition in bankruptcy or insolvency or for any expenses reorganization of or for the Projects that have been approved in appointment of a receiver or trustee of all or a portion of the annual work plan property of either party, and made in reliance on this Agreement, whether or such petition is not a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty discharged within thirty (6030) days after the filing thereof, or if either party makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or permits this Agreement to be taken under any writ of execution or attachment, then in any of such events, the other party hereto shall have the right to terminate this Agreement by giving written notice, by certified mail, effective as of a particular date specified in said notice. F. Manager and Owner shall each have the further right to terminate this Agreement or any portion or provision thereof or activity thereunder on not less than thirty (30) days' prior written notice to the other party if Manager or Owner shall determine in good faith that this Agreement shall or may deprive Manager or Alexander's, Inc. of any benefits appurtenant to that Party's future qualification as a REIT under all applicable laws, including without limitation, the Internal Revenue Code of 1986, as amended from time to time (the "Code") or continued benefits if that party is a REIT. G. Upon any termination, partial termination with respect to one or more Properties or as set forth in paragraph C of Article III or expiration of this Agreement, all of the obligations of either party to the other shall terminate immediately except (i) Manager shall comply with the applicable provisions of Subsection H below, (ii) Owner shall pay to Manager all Management and Development Fees and expenses earned and/or due hereunder to the date of termination or expiration and (iii) as otherwise expressly stated herein. Upon any termination of any portion, provision or activity of or under this Agreement, the provisions of the preceding sentence shall apply in respect of the terminated portion, provision or activity. Owner shall pay Manager any amount owed to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report and shall issue the annual report required by Manager under this Agreement within 30 days after any termination of this Agreement. H. Upon the expiration or earlier termination or partial termination of this Agreement with respect to any or all of the Properties, Manager shall: 1. Deliver to Owner, or such other person or persons designated by owner, all books and records of any Property as to which this Agreement has been terminated and all funds in its possession belonging to Owner or received by Manager pursuant to this Agreement with respect to such Properties, together with all leases and all other contracts related to such Properties; provided, however, that Manager shall have the right to keep a copy of all such records; and 2. Assign, transfer or convey to Owner, or such other person or persons designated by Owner, all service contracts and personal property of Owner relating to or used in the operation or maintenance of any Property as to which this Agreement has been terminated. Upon the expiration or termination, in whole or in part, of this Agreement, Manager shall render a full account to Owner and shall deliver to Owner a statement outlining in detail all management fees due to Manager hereunder with respect to such terminated Property, shall cause the net amount of any funds held by manager in connection with any such Property to be delivered to owner and shall cooperate with Owner in the transition by Owner to a replacement property manager, if applicable. Owner shall compensate Manager for all costs and expenses incurred by Manager in good faith in connection with the transition of the management of Owner and the management of the Properties from Manager to any new manager.

BREACH; TERMINATION. In the event that (1) the Implementing Party is not able or fails to provide A. If either party shall commit a Project(s) as required by the Agreement; or (2) GoTriangle is not able or fails to provide funding for a Project(s) as required by the Agreement; or (3) GoTriangle fails to fulfill its responsibilities and duties as set out in the Governance XXX; or (4) any Party fails to fulfill a responsibility or duty of this Agreement; or (5) any Party withdraws from the Master Participation Agreement (separately each a “breach”), any Party to this Agreement shall notify the Clerk to the TPAC Committee and the other Parties to this Agreement. The Non-Breaching party may place the item on a TPAC agenda for discussion and a non-binding recommendation to the Parties. The Non-breaching Party may provide the Breaching Party with a period of time to cure the breach to the reasonable satisfaction of the Non-breaching Party. If the breach is not timely cured, or cannot be cured, the Non-breaching Party may (1) elect to terminate this Agreement in full; or (2) elect to terminate this Agreement only as to one or more Projects listed in Exhibit A. In the event of material breach of this Agreement, the Parties other party shall serve written notice upon the allegedly breaching party, and the notice shall set forth the details of such alleged breach. Owner covenants and agrees that Manager shall not be deemed to have committed a material breach of this Agreement unless Manager wilfully violates any provision hereof, is grossly negligent in the observance or performance of any of its obligations hereunder, acts in bad faith in connection with its duties under this Agreement, or materially misapplies any funds received from the Property (to the extent not covered by insurance). B. Owner shall, within thirty (30) days after its receipt of said notice, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article IX. If Owner does not cure within such ten-day period, Manager shall have the right, but not the obligation, to cease providing services hereunder until the breach shall be entitled to such legal or equitable remedy as may be available, including specific performancecured. In the event that Manager shall cease providing services hereunder pursuant to this Paragraph, Owner shall have the right to terminate this Agreement and replace Manager in which event Manager promptly shall deliver to Owner all books and records with respect to the Property that are in Manager’s possession and otherwise comply with paragraph I below, and upon its receipt of any outstanding payments due to it, shall cooperate with the successor Manager to effect a smooth transition in the management and operation of the Property. C. Manager shall, within thirty (30) days after its receipt of a notice under Paragraph A of this Article IX, cure such breach unless it disputes the claim as set forth in Paragraph D of this Article IX; or if said breach cannot be cured within said thirty (30) day period, Manager shall within said time period commence and thereafter diligently and continuously proceed with all necessary acts to cure such breach, subject to the terms of any loan documents and other material agreements affecting the Property. If Manager shall fail within said time period to cure the said breach, Owner shall have the right, by sending a second written notice to Manager, to terminate this Agreement effective immediately or as of a particular date which shall be specified in said second notice. D. If the party who receives the notice of breach shall, within five (5) days after receipt of such notice, send the notifying party a written notice disputing the claim of material breach and demanding arbitration thereof, then the parties hereto hereby agree that the dispute shall be submitted promptly by them to the American Arbitration Association for the City of New York for determination in accordance with its rules, and such determination shall be binding upon both parties. During the pendency of said arbitration, Manager shall continue to perform all of its obligations as Manager under this Agreement. If it is determined that the party did commit a breach, then the breach shall be cured within ten (10) days after service of a copy of the award or determination on the breaching party; and if not so cured, this Agreement shall be terminated. E. If, at any time during the term of this Agreement, there shall be filed against either of the parties hereto in any court, pursuant to any statute either of the United States or any state, a petition in bankruptcy or insolvency or for reorganization of or for the appointment of a receiver or trustee of all or a portion of the property of either party, and such petition is not discharged within thirty (30) days after the filing thereof, or if either party makes an assignment for the benefit of creditors, or petitions for or enters into an arrangement, or permits this Agreement to be taken under any writ of execution or attachment, then in any of such events, the other party hereto shall have the right to terminate this Agreement by giving written notice, by certified mail, effective as of a particular date specified in said notice. F. Manager and Owner shall each have the further right to terminate this Agreement or any portion or provision thereof or activity thereunder on not less than thirty (30) days’ prior written notice to the other party if Manager or Owner shall determine in good faith that this Agreement shall or may deprive Manager or Alexander’s, Inc. of any benefits appurtenant to that Party’s future qualification as a REIT under all applicable laws, including, without limitation, the Internal Revenue Code of 1986, as amended from time to time (the “Code”), or continued benefits if that party is a REIT. G. Upon full or partial termination, or expiration of this Agreement, all of the obligations of either party to the other shall terminate immediately except (i) Manager shall comply with the applicable provisions of Subsection I below, (ii) Owner shall pay to Manager all Management and Development Fees and expenses earned and/or due hereunder to the date of termination or expiration. Upon any termination of any portion, provision or activity of or under this Agreement, the provisions of the preceding sentence shall apply in respect of the terminated portion, provision or activity. Owner shall pay Manager any amount owed to Manager under this Agreement within 30 days after any termination of this Agreement. H. Notwithstanding anything to the contrary contained elsewhere herein, in the event that the Amended and Restated Management and Development Agreement dated July 3, 2002 between Alexander’s Inc. and Vornado Realty Trust is terminated for any reason reason, Owner shall have the option to terminate this Management Agreement upon written notice to Manager given at least three months prior to such termination. I. Upon the expiration or earlier termination or partial termination of this Agreement with respect to the Property or any part thereof, Manager shall: 1. Deliver to Owner, or such other than person or persons designated by the end Owner, all books and records of the Term Property and all funds in its possession belonging to Owner or received by Manager pursuant to this Agreement with respect to the Property, together with all leases and all other contracts related to the Property; provided, however, that Manager shall have the right to keep a copy of all such records: and 2. Assign, transfer or convey to Owner, or such other person or persons designated by Owner, all service contracts and personal property of Owner relating to or used in the operation or maintenance of the Agreement: (a) The Implementing Party shall not be required to continue implementing Property. Upon the Projects, but may elect to continue implementing the Projects using funds from sources other than the Wake Transit Tax. (b) GoTriangle shall reimburse the Implementing Party for any expenses for the Projects that have been approved in the annual work plan and made in reliance on expiration or termination of this Agreement, whether or not Manager shall render a Reimbursement Request has been made by Implementing Party at the time of termination. The Implementing Party shall have sixty (60) days after the date of termination full account to submit all Reimbursement Requests. (c) The Implementing Party shall report the final status for its deliverable and GoTriangle shall do a final quarterly report Owner and shall issue deliver to Owner a statement outlining in detail all management fees due to Manager hereunder with respect to the annual report required Property, shall cause the net amount of any funds held by this AgreementManager in connection with the Property to be delivered to Owner and shall cooperate with Owner in the transition by Owner to a replacement property manager, if applicable. Owner shall compensate Manager for all costs and expenses incurred by Manager in good faith in connection with the transition of the management of the Property from Manager to any new manager.