Common use of Continued Qualification as a REIT Clause in Contracts

Continued Qualification as a REIT. A. Manager shall make reasonable efforts not to enter into any agreement (including, without being limited to, any agreement for the furnishing of non-customary services), without the consent of Owner, with any tenant or other occupant of the Property, that would result in (A) the disqualification of Alexander’s as a REIT entitled to the benefits of Section 856 et seq., of the Code, (B) the imposition of any penalty or similar tax on Alexander’s (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code) or (C) any part of the rental or other consideration paid thereunder by such tenant or occupant to Alexander’s, or to Manager on behalf of Alexander’s, being held not to constitute either “rents from real property” or “interest on obligations secured by mortgages on real property or on interests in real property” or “interest on obligations secured by mortgages on real property or on interest in real property” or other income described in Sections 856(c)(2) and (c)(3) of the Code. B. Owner shall cause Alexander’s Inc. to make reasonable efforts to assure, by prior review of agreements to be entered into by Manager, that no such agreement contains provisions that would result in the disqualification of Alexander’s as a REIT entitled to the benefits of Section 856 et seq. of the Code, receipt by the Owner of non-qualifying income, or imposition of a penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), and specifically agrees that Manager shall be entitled to rely upon the advice of Alexander’s designated counsel as to any such matter; provided, however, that, without regard to whether such review has been performed or advice rendered, if any document or other written undertaking entered into or made by or on behalf of Owner or any constituent entity of Owner shall, in the reasonable opinion of counsel to Alexander’s, contain any provision that would result in a significant risk of the disqualification of Alexander’s as a REIT, receipt by Alexander’s of non-qualifying income, imposition on Alexander’s of any penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), all as provided for in said Section 856 et seq., then: (i) such provision shall promptly be amended or modified, to the reasonable satisfaction of counsel to Alexander’s so as to remove the risk of such result, such amendment or modification to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s; or (ii) if a satisfactory amendment or modification cannot be agreed upon as set forth in clause (i) above, any such document or other undertaking shall be terminated by Alexander’s, such termination to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s, and effective as to all terms and provisions of such document or other undertaking, except such provisions thereof as call for the making of any distribution or the payment of any compensation to any third party, for the purpose of which provisions, the termination date shall be deemed to be without retroactive effect. C. Manager agrees that it shall cooperate with Owner in accomplishing a satisfactory amendment or modification of any such document or other undertaking, or the termination thereof, and shall, on request, execute and deliver any and all agreements and other documents reasonably required to effect such amendment or modification, or such termination. Manager shall submit any agreement proposed to be entered into by or on behalf of Owner to Owner’s designated counsel for review a reasonable period of time prior to the proposed execution of such agreement.

Continued Qualification as a REIT. A. Manager shall make reasonable efforts not to enter into any agreement (including, without being limited to, any agreement for the furnishing of non-customary services), without the consent of Owner, with any tenant or other occupant of the Property, that would result in (A) the disqualification of Alexander’s 's as a REIT entitled to the benefits of Section 856 et seq., of the Code, (B) the imposition of any penalty or similar tax on Alexander’s 's (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code) or (C) any part of the rental or other consideration paid thereunder by such tenant or occupant to Alexander’s's, or to Manager on behalf of Alexander’s's, being held not to constitute either “"rents from real property” " or “"interest on obligations secured by mortgages on real property or on interests in real property” " or “"interest on obligations secured by mortgages on real property or on interest in real property” " or other income described in Sections 856(c)(2) and (c)(3) of the Code. B. Owner shall cause Alexander’s 's Inc. to make reasonable efforts to assure, by prior review of agreements to be entered into by Manager, that no such agreement contains provisions that would result in the disqualification of Alexander’s 's as a REIT entitled to the benefits of Section 856 et seq. of the Code, receipt by the Owner of non-qualifying income, or imposition of a penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), and specifically agrees that Manager shall be entitled to rely upon the advice of Alexander’s 's designated counsel as to any such matter; provided, however, that, without regard to whether such review has been performed or advice rendered, if any document or other written undertaking entered into or made by or on behalf of Owner or any constituent entity of Owner shall, in the reasonable opinion of counsel to Alexander’s's, contain any provision that would result in a significant risk of the disqualification of Alexander’s 's as a REIT, receipt by Alexander’s 's of non-qualifying income, imposition on Alexander’s 's of any penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), all as provided for in said Section 856 et seq., then: (i) such provision shall promptly be amended or modified, to the reasonable satisfaction of counsel to Alexander’s 's so as to remove the risk of such result, such amendment or modification to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s's; or (ii) if a satisfactory amendment or modification cannot be agreed upon as set forth in clause (i) above, any such document or other undertaking shall be terminated by Alexander’s's, such termination to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s's, and effective as to all terms and provisions of such document or other undertaking, except such provisions thereof as call for the making of any distribution or the payment of any compensation to any third party, for the purpose of which provisions, the termination date shall be deemed to be without retroactive effect. C. Manager agrees that it shall cooperate with Owner in accomplishing a satisfactory amendment or modification of any such document or other undertaking, or the termination thereof, and shall, on request, execute and deliver any and all agreements and other documents reasonably required to effect such amendment or modification, or such termination. Manager shall submit any agreement proposed to be entered into by or on behalf of Owner to Owner’s 's designated counsel for review a reasonable period of time prior to the proposed execution of such agreement.

Continued Qualification as a REIT. A. Manager shall make reasonable efforts not to enter into any agreement (including, without being limited to, any agreement for the furnishing of non-customary services), without the consent of OwnerAlexander's, with any tenant or other occupant of the any Property, ; that would result in (A) the disqualification of Alexander’s 's as a REIT entitled to the benefits of Section 856 et seq., of the Code, (B) the imposition of any penalty or similar tax on Alexander’s 's (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code) or (C) any part of the rental or other consideration paid thereunder by such tenant or occupant to Alexander’s's, or to Manager on behalf of Alexander’s's, being held not to constitute either “"rents from real property” " or “"interest on obligations secured by mortgages on real property or on interests in real property” " or “"interest on obligations secured by mortgages on real property or on interest in real property” " or other income described in Sections 856(c)(2) and (c)(3) of the Code. B. Owner Alexander's shall cause Alexander’s Inc. to make reasonable efforts to assure, by prior review of agreements xxxxxx xx xxxeements to be entered into by Manager, that no such agreement contains provisions that would result in the disqualification of Alexander’s 's as a REIT entitled to the benefits of Section 856 et seq. of the Code, receipt by the Owner owner of non-qualifying income, or imposition of a penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), and specifically agrees that Manager shall be entitled to rely upon the advice of Alexander’s 's designated counsel as to any such matter; provided, however, that, without regard to whether such review has been performed or advice rendered, if any document or other written undertaking entered into or made by or on behalf of Owner or any constituent entity of Owner shall, in the reasonable opinion of counsel to Alexander’s's, contain any provision that would result in a significant risk of the disqualification of Alexander’s 's as a REIT, receipt by Alexander’s 's of non-qualifying income, imposition on Alexander’s 's of any penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), all as provided for in said Section 856 et seqsea., then: (i) such provision shall promptly be amended or modified, to the reasonable satisfaction of counsel to Alexander’s 's so as to remove the risk of such result, such amendment or modification to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s's; or (ii) if a satisfactory amendment or modification cannot be agreed upon as set forth in clause (i) above, ; any such document or other undertaking shall be terminated by Alexander’s's, such termination to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s's, and effective as to all terms and provisions of such document or other undertaking, except such provisions thereof as call for the making of any distribution or the payment of any compensation to any third party, for the purpose purposes of which provisions, the termination date shall be deemed to be without retroactive effect. C. Manager agrees that it shall cooperate with Owner in accomplishing a satisfactory amendment or modification of any such document or other undertaking, or the termination thereof, and shall, on request, execute and deliver any and all agreements and other documents reasonably required to effect such amendment or modification, or such termination. Manager shall submit any agreement proposed to be entered into by or on behalf of Owner to Owner’s 's designated counsel for review a reasonable period of time prior to the proposed execution of such agreement.. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Continued Qualification as a REIT. A. Manager shall make reasonable efforts not to enter into any agreement (including, without being limited to, any agreement for the furnishing of non-customary services), without the consent of OwnerAlexander's, with any tenant or other occupant of the Property, that would result in (A) the disqualification of Alexander’s 's as a REIT entitled to the benefits of Section 856 et seq., of the Code, (B) the imposition of any penalty or similar tax on Alexander’s 's (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code) or (C) any part of the rental or other consideration paid thereunder by such tenant or occupant to Alexander’s's, or to Manager on behalf of Alexander’s's, being held not to constitute either “"rents from real property” " or “"interest on obligations secured by mortgages on real property or on interests in real property” " or “"interest on obligations secured by mortgages on real property or on interest in real property” " or other income described in Sections 856(c)(2) and (c)(3) of the Code. B. Owner Manager shall cause Alexander’s 's Inc. to make reasonable efforts to assure, by prior review of agreements to be entered into by Manager, that no such agreement contains provisions that would result in the disqualification of Alexander’s 's as a REIT entitled to the benefits of Section 856 et seq. of the Code, receipt by the Owner of non-qualifying income, or imposition of a penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), and specifically agrees that Manager shall be entitled to rely upon the advice of Alexander’s 's designated counsel as to any such matter; provided, however, that, without regard to whether such review has been performed or advice rendered, if any document or other written undertaking entered into or made by or on behalf of Owner or any constituent entity of Owner shall, in the reasonable opinion of counsel to Alexander’s's, contain any provision that would result in a significant risk of the disqualification of Alexander’s 's as a REIT, receipt by Alexander’s 's of non-qualifying income, imposition on Alexander’s .Alexander's of any penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), all as provided for in said Section 856 et seq., then: (i) such provision shall promptly be amended or modified, to the reasonable satisfaction of counsel to Alexander’s 's so as to remove the risk of such result, such amendment or modification to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s's; or (ii) if a satisfactory amendment or modification cannot be agreed upon as set forth in clause (i) above, any such document or other undertaking shall be terminated by Alexander’s's, such termination to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s's, and effective as to all terms and provisions of such document or other undertaking, except such provisions thereof as call for the making of any distribution or the payment of any compensation to any third party, for the purpose of which provisions, the termination date shall be deemed to be without retroactive effect. C. Manager agrees that it shall cooperate with Owner in accomplishing a satisfactory amendment or modification of any such document or other undertaking, or the termination thereof, and shall, on request, execute and deliver any and all agreements and other documents reasonably required to effect such amendment or modification, or such termination. Manager shall submit any agreement proposed to be entered into by or on behalf of Owner to Owner’s 's designated counsel for review a reasonable period of time prior to the proposed execution of such agreement.

Continued Qualification as a REIT. A. Manager shall make reasonable efforts not to enter into any agreement (including, without being limited to, any agreement for the furnishing of non-customary services), without the consent of Owner, with any tenant or other occupant of the Property, that would result in (A) the disqualification of Alexander’s as a REIT entitled to the benefits of Section 856 et seq., of the Code, (B) the imposition of any penalty or similar tax on Alexander’s (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code) or (C) any part of the rental or other consideration paid thereunder by such tenant or occupant to Alexander’s, or to Manager on behalf of Alexander’s, being held not to constitute either “rents from real property” or “interest on obligations secured by mortgages on real property or on interests in real property” or “interest on obligations secured by mortgages on real property or on interest in real property” or other income described in Sections 856(c)(2) and (c)(3) of the Code. B. Owner shall cause Alexander’s Inc. to make reasonable efforts to assure, by prior review of agreements to be entered into by Manager, that no such agreement contains provisions that would result in the disqualification of Alexander’s as a REIT entitled to the benefits of Section 856 et et. seq. of the Code, receipt by the Owner of non-qualifying income, or imposition of a penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain income requirements under Section 857(b)(5) of the Code and tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), and specifically agrees that Manager shall be entitled to rely upon the advice of Alexander’s designated counsel as to any such matter; provided, however, that, without regard to whether such review has been performed or advice rendered, if any document or other written undertaking entered into or made by or on behalf of Owner or any constituent entity of Owner shall, in the reasonable opinion of counsel to Alexander’s, contain any provision that would result in a significant risk of the disqualification of Alexander’s ’ s as a REIT, receipt by Alexander’s of non-qualifying income, imposition on Alexander’s of any penalty or similar tax (including, without being limited to, the tax imposed on the failure to meet certain requirements under Section 857(b)(5) of the Code and the tax imposed on income from prohibited transactions under Section 857(b)(6) of the Code), all as provided for in said Section 856 et seq., then: (i) such provision shall promptly be amended or modifiedmodified , to the reasonable satisfaction of counsel to Alexander’s so as to remove the risk of such result, such amendment or modification to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s; or (ii) if a satisfactory amendment or modification cannot be agreed upon as set forth in clause (i) above, any such document or other undertaking shall be terminated by Alexander’s, such termination to be retroactive to the date of such document or other undertaking, or to a date approved by counsel to Alexander’s, and effective as to all terms and provisions of such document or other undertaking, except such provisions thereof as call for the making of any distribution or the payment of any compensation to any third party, for the purpose of which provisions, the termination date shall be deemed to be without retroactive effect. C. Manager agrees that it shall cooperate with Owner in accomplishing a satisfactory amendment or modification of any such document or other undertaking, or the termination thereof, and shall, on request, execute and deliver any and all agreements and other documents reasonably required to effect such amendment or modification, or such termination. Manager shall submit any agreement proposed to be entered into by or on behalf of Owner to Owner’s designated counsel for review a reasonable period of time prior to the proposed execution of such agreement.