Common use of Guaranty or Indemnity Clause in Contracts

Guaranty or Indemnity. Xxxxxxxxx has previously contributed to the Partnership the properties set forth on Schedule A (the "Contributed Properties"). At the Effective Date, or at any time subsequent thereto in accordance with the terms hereof, the Company and the Partnership and its respective subsidiaries will permit the Xxxxxxxxx to guarantee, or indemnify the Company, the Partnership and their respective subsidiaries for, the "bottom" portion (i.e., the least risky portion) of indebtedness of the Partnership. In the event that other partners of the Partnership or any subsidiary (including future contributors) similarly require a guarantee or indemnity of indebtedness of the Company, the Partnership and/or their respective subsidiaries, and such guarantee of indemnity of indebtedness is the "bottom" portion of the indebtedness of the Partnership, then all such partners (including Xxxxxxxxx) shall share pari passu in the "bottom" portion of such indebtedness. Notwithstanding the previous sentence, the Company and the Partnership agree to maintain (or make available for the benefit of Xxxxxxxxx) (i) during the Restricted Period (as defined below) an amount of indebtedness equal to $55,000,000, and (ii) after the Restricted Period any debt encumbering the Contributed Properties, solely for Xxxxxxxxx to guarantee (or indemnify the Company, the Partnership or their respective subsidiaries for such indebtedness). In the event that during the Restricted Period Xxxxxxxxx guarantees or indemnifies the Company, the Partnership, or their respective subsidiaries with respect to indebtedness encumbering any property of the Company, the Partnership or any subsidiary, such indebtedness shall not exceed sixty (60%) percent of the fair market value of such property, as determined by a majority of the disinterested trustees of the Company. The Company and the Partnership agree, and shall cause their respective subsidiaries to agree, to take any and all action reasonably designed so that the execution of each guarantee or indemnity by Xxxxxxxxx results in tax basis for Xxxxxxxxx for federal income tax purposes.

Guaranty or Indemnity. Xxxxxxxxx has previously contributed In response to the Partnership request of the properties set forth on Schedule A (MM Contributors relating to their desire to defer the "Contributed Properties"). At recognition of gain for federal income tax purposes resulting from the Effective Datecontribution of property to VRLP, at Closing, or at any time subsequent thereto in accordance with the terms hereof, the Company members of the Vornado Realty Group and the Partnership and its respective subsidiaries Subsidiaries will permit the Xxxxxxxxx MM Contributors to guarantee, or indemnify the Company, members of the Partnership Vornado Realty Group and their respective subsidiaries the Subsidiaries for, (i) during the Restricted Period applicable to the Mart Property and during the Restricted Period applicable to the Design Center Property the amount of indebtedness requested by the MM Contributors of up to $240,000,000, less reductions pursuant to Section 6.4.1(b), (the "bottom" portion MM Contributors' Debt Amount"), comprised of (i.e., A) any debt on the least risky portion) of indebtedness of Real Property up to the Partnership. In the event that other partners of the Partnership or any subsidiary MM Contributors' Debt Amount (including future contributors) similarly require a such guarantee or indemnity to apply first to the bottom portion of indebtedness such debt) and (B) to the extent such debt on the Real Property shall be less than the MM Contributors' Debt Amount, (x) the debt on other property of VRLP or its Subsidiaries up to the MM Contributors' Debt Amount, which guarantee or indemnity amount shall not exceed (at the time the guarantee or indemnity is granted) the bottom 33% of the Company, value of such other property encumbered by the Partnership and/or their respective subsidiaries, and such guarantee of indemnity of indebtedness is debt so guaranteed or indemnified or (y) the "bottom" bottom portion of the indebtedness unsecured debt of VRLP up to the MM Contributors' Debt Amount, and (ii) after the Restricted Periods applicable to the Mart Property and the Design Center Property any debt on the Real Property up to $240,000,000 (as reduced by the first sentence of Section 6.4.1(b)), solely for the MM Contributors to guarantee (or indemnify the members of the Partnership, then all such partners (including Xxxxxxxxx) shall share pari passu in Vornado Realty Group and the "bottom" portion of Subsidiaries for such indebtedness). Notwithstanding During the previous sentenceRestricted Period, the Company members of the Vornado Realty Group and the Partnership agree to Subsidiaries shall maintain (or make available for the benefit of Xxxxxxxxxthe MM Contributors) the indebtedness referred to in clause (i) during of the Restricted Period (as defined below) an amount of indebtedness equal to $55,000,000preceding sentence. In addition, and (ii) after the Restricted Period any debt encumbering Period, the Contributed PropertiesVornado Realty Group and the Subsidiaries, solely for Xxxxxxxxx will consider in their sole and absolute discretion a request from the MM Contributor to allow the MM Contributors to guarantee (any other debt to the extent not guaranteed by any other partner of VRLP or indemnify the Company, the Partnership or their respective subsidiaries for such indebtedness)Subsidiaries. In the event that during the Restricted Period Xxxxxxxxx guarantees MM Contributors guarantee or indemnifies indemnify the Company, the Partnership, Vornado Realty Group or their respective subsidiaries its Subsidiaries with respect to an indebtedness encumbering any property of the Company, Vornado Realty Group or its Subsidiaries other than the Partnership or any subsidiaryProperty, such indebtedness shall not exceed sixty (60%at the time the guarantee or indemnity is granted) percent 75% of the fair market value of such property. Notwithstanding the previous sentence, as determined by any indebtedness encumbering a majority particular Parcel of Real Property during the disinterested trustees of Restricted Period applicable to such Parcel shall not exceed (at the Company. The Company and time the Partnership agree, and shall cause their respective subsidiaries to agree, to take any and all action reasonably designed so that the execution of each guarantee or indemnity is granted) 67.5% of the fair market value of such Parcel. To the extent a lender refuses, during the Restricted Periods applicable to the Mart Property and the Design Center Property, to accept a guarantee from the MM Contributors with respect to any indebtedness made available to the MM Contributors pursuant to this Section 6.4.1, the Vornado Realty Group will use best efforts to make other indebtedness then outstanding available to the MM Contributors for guarantee. Further, during the Restricted Period for a particular Parcel, that Real Property may not be used to secure a debt which is also secured by Xxxxxxxxx results or cross-collateralized with any other property, other than another Real Property. In no event shall the Vornado Realty Group or any Subsidiary be obligated to incur personal liability in tax basis for Xxxxxxxxx for federal income tax purposesrespect of any indebtedness referred to in this Section 6.4.1(a).

Guaranty or Indemnity. Xxxxxxxxx has previously contributed In order to allow the Contributors and the Participants to defer the recognition of gain for federal and state income tax purposes resulting from the contribution of the Properties and Entity Interests to the Partnership the properties set forth on Schedule A (the "Contributed Properties"). At the Effective Date, or at any time subsequent thereto in accordance with the terms hereofPartnership, the Company Trust and the Partnership and its respective subsidiaries will permit the Xxxxxxxxx to guaranteewill, or indemnify the Company, the Partnership and their respective subsidiaries for, the "bottom" portion (i.e., the least risky portion) of indebtedness of the Partnership. In the event that other partners of the Partnership or any subsidiary (including future contributors) similarly require a guarantee or indemnity of indebtedness of the Company, the Partnership and/or their respective subsidiaries, and such guarantee of indemnity of indebtedness is the "bottom" portion of the indebtedness of the Partnership, then all such partners (including Xxxxxxxxx) shall share pari passu in the "bottom" portion of such indebtedness. Notwithstanding the previous sentence, the Company and the Partnership agree to maintain (or make available for the benefit of Xxxxxxxxx) (i) during the Restricted Period (as defined below) permit the Contributors and the Participants to guarantee, or indemnify the Trust and the Partnership for the indebtedness of the Partnership (excluding, however, any indebtedness (not in excess of $25,000,000) that is, as of the date of Closing, the subject of any such guaranty, indemnity or similar arrangement). Subject to this Paragraph 41, the Trust and the Partnership agree to maintain, or caused to be maintained, at all times during the Restricted Period an amount of indebtedness equal not to exceed $55,000,00046,500,000.00 (the "Debt Amount") solely for the Contributors and the Participants (as allocated by the Contributors and the Participants among themselves) either to guarantee (or to indemnify the Trust and the Partnership against liability for such indebtedness); provided, however, that if during the Restricted Period, the Trust and (ii) the Partnership do not maintain such indebtedness, they shall not be liable under this Agreement to a Contributor or Participant to the extent that the Trust or Partnership can prove that such failure did not cause the Contributor or Participant to recognize taxable income. In addition, after the Restricted Period any debt encumbering Period, the Contributed Properties, solely for Xxxxxxxxx Trust and the Partnership agree to allow the Contributors and the Participants to guarantee (or indemnify the Company, Trust and the Partnership) any debt of the Trust and Partnership to the extent that the Trust or the Partnership has such debt outstanding and such debt is not guaranteed (or their respective subsidiaries for such indebtedness). In the event that during the Restricted Period Xxxxxxxxx guarantees or indemnifies the Company, the Partnership, or their respective subsidiaries with respect to indebtedness encumbering indemnified) by any property other partners of the Company, Partnership up to the Partnership or any subsidiary, such indebtedness shall not exceed sixty (60%) percent of the fair market value of such property, as determined by a majority of the disinterested trustees of the CompanyDebt Amount. The Company Trust and the Partnership agree, agree to execute and shall cause their respective subsidiaries to agree, deliver the Indemnity Agreement in the form attached hereto as "Exhibit HH" at each Closing. The Trust and the Partnership agree to take any and all commercially reasonable action reasonably designed necessary so that the execution of each guarantee or indemnity by Xxxxxxxxx the Contributor and the Participants results in tax basis for Xxxxxxxxx the Contributor and the Participants for federal income tax purposes. Each Contributor acknowledges that neither the Trust nor the Partnership has made or makes any representations or warranties regarding the effectiveness of the Indemnity Agreement (or any guaranty or indemnity agreement entered into by a Contributor or Participant in replacement thereof) in deferring the recognition of gain for federal or state income tax purposes and neither the Trust nor the Partnership shall have any liability to the Contributors and Participants on account of such ineffectiveness.

Guaranty or Indemnity. Xxxxxxxxx has previously contributed to the Partnership the properties set forth on Schedule A (the "Contributed Properties"). At the Effective DateClosing, or at any time subsequent thereto in accordance with the terms hereof, the Company Trust and the Partnership and its respective subsidiaries Subsidiaries will permit the Xxxxxxxxx RDC Group to guarantee, or indemnify the CompanyTrust, the Partnership and their respective subsidiaries Subsidiaries for, the "bottom" portion (i.e., the least risky portion) of indebtedness of the Partnership. In the event that other partners of the Partnership or any subsidiary Subsidiary (including future contributors) similarly require a guarantee or indemnity of indebtedness of the CompanyTrust, the Partnership and/or their respective subsidiariesSubsidiaries to defer the recognition of gain for federal income tax purposes resulting from the contribution of property to the Partnership, and such guarantee of indemnity of indebtedness is the "bottom" portion of the indebtedness of the Partnership, then all such partners (including Xxxxxxxxxthe RDC Group) shall share pari passu pasu in the "bottom" portion of such indebtedness. Notwithstanding the previous sentence, the Company Trust and the Partnership agree to maintain (or make available for the benefit of Xxxxxxxxxthe RDC Group) (i) during the Restricted Period (as defined below) an amount of indebtedness equal to $55,000,00050,000,000, and (ii) after the Restricted Period any debt encumbering the Contributed Properties, solely for Xxxxxxxxx the RDC Group to guarantee (or indemnify the CompanyTrust, the Partnership or their respective subsidiaries Subsidiaries for such indebtednessindebtedness (the "RDC Group Debt Amount")). In the event that during the Restricted Period Xxxxxxxxx RDC Group guarantees or indemnifies the CompanyTrust, the Partnership, or their respective subsidiaries Subsidiaries with respect to indebtedness encumbering any property of the CompanyTrust, the Partnership or any subsidiarySubsidiary, such indebtedness shall not exceed sixty (60%) percent % of the fair market value of such property, as determined by a majority of the disinterested trustees of the Company. The Company and the Partnership agree, and shall cause their respective subsidiaries to agree, to take any and all action reasonably designed so that the execution of each guarantee or indemnity by Xxxxxxxxx results in tax basis for Xxxxxxxxx for federal income tax purposes.disinterested