Exhibit 10.1
INTERCOMPANY AGREEMENT
This Intercompany Agreement is made and entered into as of
October 16, 1998, by and between Vornado Realty L.P., a Delaware limited
partnership, and Vornado Operating Company, a Delaware corporation.
WITNESSETH:
WHEREAS, Vornado Sub is a Subsidiary of Vornado;
WHEREAS, Vornado Sub may in certain circumstances determine
that it is precluded from pursuing, or is limited in the manner in which it
pursues, various business opportunities due to the status of Vornado as a REIT;
WHEREAS, the Company was formed to own assets that Vornado
could not itself own and conduct activities that Vornado could not itself
conduct and has conducted no material operations to date; and
WHEREAS, in light of the limited purpose for which the Company
was formed, Vornado Sub and the Company desire to agree on certain matters
relating to (a) REIT Opportunities and Tenant Opportunities and (b) the
provision of certain services to the Company;
NOW, THEREFORE, the undersigned parties hereby agree as
follows:
ARTICLE I
DEFINITIONS
1.1 Certain Defined Terms. The following terms have the
meanings set forth below:
"Agreement" means this Intercompany Agreement, as it may be
amended, modified or supplemented from time to time.
"Affiliate" means, with respect to any Person, any other
Person that controls, is controlled by, or is under common control with, such
Person. Any Person in which a majority of the beneficial ownership interests are
owned by Vornado or Vornado Sub or any of their Affiliates shall be deemed to be
an Affiliate of Vornado Sub for purposes of this Agreement, regardless of
whether or not Vornado or Vornado Sub holds voting control of such Person. Any
Person in which a majority of the beneficial ownership interests is owned
by the Company or any of its Affiliates shall be deemed to be an Affiliate of
the Company for purposes of this Agreement.
"Change in Control" has the meaning assigned to such term in
Section 6.2(c).
"Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor act thereto.
"Company" means Vornado Operating Company, a Delaware
corporation, together with all of its Subsidiaries (except where the context
otherwise requires).
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor act thereto.
"Group" has the meaning assigned to such term in Section
6.2(c).
"Licensed Property" has the meaning assigned to such term in
Section 5.2(a).
"Person" means any individual or entity.
"REIT" means a real estate investment trust under sections 856
through 860 of the Code.
"REIT Opportunity" means any opportunity to (i) make any
investment in real estate (including the provision of services related to real
estate, real estate mortgages, real estate derivatives, or entities that invest
in the foregoing), or (ii) make any REIT-Qualified Investment; provided, that
Vornado Sub may from time to time modify the foregoing definition of REIT
Opportunity by providing written notice to the Company specifying certain
additional criteria that an opportunity must meet in order to constitute a "REIT
Opportunity"; provided, further, that Vornado Sub may from time to time modify
or cancel any such written notice by providing written notice to the Company.
"REIT Opportunity Notice" has the meaning assigned to such
term in Section 2.1(b).
"REIT Opportunity Withdrawal Date" means any one of the
following dates, as applicable: (i) the date that Vornado Sub notifies the
Company that it has rejected the REIT Opportunity, (ii) if Vornado Sub does not
respond to the Company regarding the REIT Opportunity, the expiration date of
the applicable Ten-Day Period or (iii) if Vornado Sub notifies the Company that
it desires to pursue the REIT Opportunity but subsequently ceases to pursue the
REIT Opportunity, the earlier of (A) 30 days after the date on which Vornado
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Sub ceases to pursue the REIT Opportunity or (B) the date of receipt by the
Company of written notice from Vornado Sub that it is no longer pursuing the
REIT Opportunity.
"REIT-Qualified Investment" means an investment, at least 95%
of the gross income from which would qualify under the 95% gross income test set
forth in section 856(c)(2) of the Code (or could be structured to so qualify)
and the ownership of which would not cause Vornado to violate the asset
limitations set forth in section 856(c)(4) of the Code (or could be structured
not to cause Vornado to violate the section 856(c)(4) limitations); provided,
however, that "REIT-Qualified Investment" does not include an investment in
government securities, cash or cash items (as defined for purposes of section
856(c)(4) of the Code), money market funds, certificates of deposit, commercial
paper having a maturity of not more than 90 days, bankers' acceptances or the
property transferred to the Company by Vornado Sub.
"Subsidiary" means, with respect to any Person, any Affiliate
of such Person which is controlled by such Person.
"Tenant Opportunity" means the opportunity to become the
lessee of any real property owned now or in the future by Vornado Sub if Vornado
Sub determines in its sole discretion that, consistent with Vornado's status as
a REIT, Vornado Sub is required to enter into a "master" lease arrangement with
respect to such property and the Company is qualified to act as lessee thereof;
provided, that the Company may from time to time modify the foregoing definition
of Tenant Opportunity by providing written notice to Vornado Sub specifying
certain additional criteria that an opportunity must meet in order to constitute
a "Tenant Opportunity"; provided, further, that any such written notice from the
Company may from time to time be modified or canceled by providing written
notice to Vornado Sub; provided, further, that a Tenant Opportunity shall not
include an opportunity in respect of (i) a property which has a "master" lessee
as of the date of this Agreement, (ii) a property which has a "master" lessee
that predates the acquisition of the property by Vornado Sub or (iii) a property
whose seller (or any affiliate or designee of the seller) desires to enter into
a "master" lease arrangement with respect to the property with Vornado Sub. In
general, a "master" lease arrangement is an arrangement pursuant to which an
entire property or project (or a group of related properties or projects) are
leased to a single lessee.
"Tenant Opportunity Notice" has the meaning assigned to such
term in Section 3.1(b).
"Ten-Day Period" has the meaning assigned to such term in
Section 2.1(c).
"Thirty-Day Period" has the meaning assigned to such term in
Section 3.1(c).
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"Vornado" means Vornado Realty Trust, a Maryland real estate
investment trust.
"Vornado Sub" means Vornado Realty L.P., a Delaware limited
partnership, together with all of its Subsidiaries (except where the context
otherwise requires).
ARTICLE II
REIT OPPORTUNITIES
(a) Offer of REIT Opportunities to Vornado Sub. During the
term of this Agreement, if the Company desires to pursue a REIT Opportunity, or
if any REIT Opportunity otherwise becomes available to the Company, the Company
shall first offer such REIT Opportunity to Vornado Sub.
(b) The offer of a REIT Opportunity shall be made by written
notice (the "REIT Opportunity Notice") from the Company to Vornado Sub
containing a detailed description of all material terms and conditions of the
REIT Opportunity.
(c) Vornado Sub shall have ten days (the "Ten-Day Period")
from the date of receipt of the REIT Opportunity Notice to notify the Company in
writing that it desires to pursue the REIT Opportunity. If Vornado Sub does not
respond by the end of the Ten-Day Period, Vornado Sub shall be deemed to have
rejected the REIT Opportunity. If Vornado Sub notifies the Company that Vornado
Sub desires to pursue the REIT Opportunity, but subsequently decides not to
pursue the REIT Opportunity, or for any other reason fails to consummate the
REIT Opportunity, Vornado Sub shall immediately provide written notice that it
is no longer pursuing the REIT Opportunity to the Company.
(d) The Company shall use its best efforts to assist Vornado
Sub in structuring and consummating any REIT Opportunity Vornado Sub elects to
pursue, on terms determined by Vornado Sub (including structuring such REIT
Opportunity as a REIT-Qualified Investment).
2.2 Rejected REIT Opportunities. (a) If Vornado Sub rejects a
REIT Opportunity, or accepts such REIT Opportunity but thereafter provides, or
is required by the provisions hereof to provide, written notice to the Company
that it is no longer pursuing such REIT Opportunity, the Company shall, for a
period of one year after the REIT Opportunity Withdrawal Date, be entitled to
pursue, and enter into a binding agreement in respect of, the REIT Opportunity
(i) at a price, and on terms and conditions, that are not more favorable to the
Company in any material respect than the price, terms and conditions set forth
in the REIT Opportunity Notice relating to such REIT Opportunity or (ii) if
Vornado Sub, at any time after the REIT Opportunity Notice, negotiated a
different price or different terms or
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conditions with the seller, then at a price, and on terms and conditions, that
are not more favorable to the Company than the price, terms and conditions
negotiated by Vornado Sub with the seller.
(b) If the Company does not enter into a binding agreement in
respect of the REIT Opportunity within such one-year period, or if the price,
terms or conditions are more favorable to the Company in any material respect
than the price, terms or conditions set forth in the REIT Opportunity Notice
(or, if applicable, than the price, terms or conditions negotiated by Vornado
Sub with the seller subsequent to the REIT Opportunity Notice), the Company
shall again be required to comply with the procedures set forth above in Section
2.1 if it desires to pursue such REIT Opportunity.
ARTICLE III
TENANT OPPORTUNITIES
3.1 Offer of Tenant Opportunity to the Company. (a) During the
term of this Agreement, if Vornado Sub develops a Tenant Opportunity, or if a
Tenant Opportunity otherwise becomes available to Vornado Sub, Vornado Sub shall
first offer such Tenant Opportunity to the Company.
(b) The offer of a Tenant Opportunity shall be made by written
notice (the "Tenant Opportunity Notice") from Vornado Sub to the Company
containing a detailed description of the material terms and conditions under
which Vornado Sub offers such Tenant Opportunity to the Company. Vornado Sub
shall thereafter provide or cause to be provided promptly to the Company such
additional information relating to the Tenant Opportunity as the Company
reasonably may request.
(c) For a period of 30 days (the "Thirty-Day Period") after
the date that Vornado Sub delivers the Tenant Opportunity Notice to the Company,
Vornado Sub and the Company shall negotiate with each other on an exclusive
basis with respect to such Tenant Opportunity.
(d) Notwithstanding anything to the contrary contained in this
Agreement, (i) Vornado Sub shall not be required to offer to the Company any
Tenant Opportunity in connection with a proposed acquisition until a binding
agreement has been entered into with respect to such acquisition, and the
consummation of any agreement between Vornado Sub and the Company with respect
to such Tenant Opportunity shall be subject to the actual closing of such
acquisition by Vornado Sub, (ii) Vornado Sub shall have the right in its sole
discretion to decide not to pursue, or to discontinue at any time pursuing, any
investment opportunity, even if such opportunity, if pursued, would create a
Tenant Opportunity, and
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(iii) Vornado Sub shall have no obligation to offer any opportunity other than a
Tenant Opportunity to the Company.
(e) The Company shall use its best efforts to assist Vornado
Sub in structuring all dealings with third parties in connection with any Tenant
Opportunity with respect to which the Company and Vornado Sub enter into an
agreement in the manner desired by Vornado Sub. The Company shall use its best
efforts to assist Vornado Sub in structuring any Tenant Opportunity with Vornado
Sub as a REIT-Qualified Investment for Vornado Sub. Vornado Sub shall have the
right, in its sole discretion, to structure any investment as a REIT-Qualified
Investment, even if such structuring prevents Vornado Sub from creating a Tenant
Opportunity for the Company.
3.2 Rejected Tenant Opportunities. (a) If Vornado Sub and the
Company are unable to enter into a mutually satisfactory arrangement with
respect to a Tenant Opportunity within the Thirty-Day Period, or if the Company
indicates that it is not interested in pursuing such Tenant Opportunity (in
which event the Company shall provide written notice to Vornado Sub as soon as
the Company decides against pursuing such opportunity), then Vornado Sub shall
be free for a period of one year after the expiration of the Thirty-Day Period
to enter into a binding agreement with respect to such Tenant Opportunity with
any party on terms no more favorable to such party than the terms last offered
to the Company.
(b) If Vornado Sub does not enter into a binding agreement
with respect to such Tenant Opportunity within such one-year period, or if the
terms of a proposal are more favorable to the other party than the terms last
offered to the Company, Vornado Sub shall again be required to comply with the
procedures set forth above in Section 3.1 if it desires to enter into a binding
agreement with respect to such Tenant Opportunity with any party other than the
Company.
ARTICLE IV
OTHER INVESTMENT OPPORTUNITIES
4.1 Other Investment Opportunities. The Company shall
immediately notify Vornado Sub of, and make available to Vornado Sub, any
investment opportunity other than a REIT Opportunity developed by or available
to the Company, or of which the Company becomes aware, but is unable or
unwilling to pursue. The Company shall provide to Vornado Sub a copy of all
written information, and a description of all material terms not set forth in
writing, available to the Company concerning such opportunity.
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ARTICLE V
PROVISION OF CERTAIN SERVICES AND EXECUTIVE OFFICES; NON-EXCLUSIVE LICENSE
5.1 Provision of Certain Services and Executive Offices. (a)
During the term of this Agreement, Vornado Sub shall provide the Company with
such administrative, corporate, accounting, financial, insurance, legal, tax,
data processing, human resources and operational services as the Company shall
from time to time reasonably request.
(b) During the term of this Agreement, Vornado Sub shall make
available to the Company, at Vornado Sub's principal office in Saddle Brook, New
Jersey, space for the Company's principal corporate office.
(c) The Company shall compensate Vornado Sub for the services
and space provided to the Company under this Section 5.1 in an amount determined
in good faith by Vornado Sub as the amount an unaffiliated third party would
charge the Company for comparable services and shall reimburse Vornado Sub for
costs reasonably incurred and paid to third parties on behalf of the Company.
Vornado Sub shall, on a monthly basis, provide the Company with a statement
setting forth its charges for such services and space and such costs, and the
Company shall pay all undisputed charges and costs within ten days of the
receipt by the Company of such monthly statement.
5.2 Non-Exclusive License. (a) Subject to the terms and
conditions of this Agreement, Vornado Sub hereby grants to the Company, and the
Company hereby accepts, a non-exclusive, royalty-free license to use "Vornado"
and other names that include "Vornado " (the "Licensed Property") in the
corporate name of the Company, in connection with a Tenant Opportunity and in
related activities. The Company acknowledges and agrees that the terms of this
Agreement shall not restrict the ability of Vornado Sub and its Affiliates to
use the Licensed Property.
(b) Upon the termination of this Agreement pursuant to Section
6.2, (i) all rights of the Company to the Licensed Property shall immediately
terminate and the Company shall have no further rights with respect thereto;
(ii) the Company shall not offer any services in connection with the Licensed
Property or any confusingly similar Licensed Property and shall cease all use of
the Licensed Property (including, without limitation, the use of the Licensed
Property in the corporate name of the Company); and (iii) the Company shall
immediately cease any activity that suggests that it has rights to the Licensed
Property or that it has any association with Vornado Sub, in either case except
as may be contemplated pursuant to any other agreement between the Company and
Vornado Sub.
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ARTICLE VI
MISCELLANEOUS
6.1 Qualification as a REIT. (a) The Company shall use its
best efforts to seek to qualify as a REIT for its taxable year ending December
31, 1998.
(b) The Company shall use its best efforts to assist Vornado
Sub in maintaining Vornado's qualification as a REIT.
6.2 Term and Termination; Default. (a) The term of this
Agreement shall commence as of the date first written above and a party hereto
may terminate this Agreement by providing not less than 90 days' written notice
to the other party at any time after December 31, 2003.
(b) Notwithstanding Section 6.2(a), a party hereto may
terminate this Agreement by providing written notice to the other party if the
other party or any Subsidiary of such other party is in default of this
Agreement and such default is material and remains uncured for fifteen days
after receipt of notice thereof by the other party.
(c) Notwithstanding Section 6.2(a), Vornado Sub may terminate
this Agreement by providing written notice to the Company upon the occurrence of
a Change in Control. The Company shall, within 10 days following the date of the
consummation of a transaction resulting in a Change of Control, provide Vornado
Sub with written notice of such Change of Control. A "Change of Control" shall
be deemed to have occurred in the event that, after the date of this Agreement,
either (A) any Person or any Persons acting together which would constitute a
"group" (a "Group") for purposes of Section 13(d) of the Exchange Act, or any
successor provision thereto, together with any Affiliates thereof, shall
beneficially own (as defined in Rule 13d-3 of the Exchange Act or any successor
provision thereto) at least 50% of the aggregate voting power of all classes of
capital stock of the Company entitled to vote generally in the election of
directors of the Company; or (B) during any consecutive two-year period,
individuals who at the beginning of such period constituted the Board of
Directors of the Company (together with any new directors whose election to such
Board of Directors or whose nomination for election by the stockholders of the
Company was approved by a vote of a majority of the directors of the Company
then still in office who were either directors at the beginning of such period
or whose election was previously so approved) cease for any reason to constitute
a majority of the Board of Directors of the Company then in office.
6.3 Expenses; Compensation. Unless waived or expressly agreed
to as part of a REIT Opportunity or Tenant Opportunity, (i) each party to this
Agreement shall bear its own expenses with respect to any REIT Opportunity or
Tenant Opportunity to which
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this Agreement is applicable and (ii) neither party to this Agreement shall be
entitled to any compensation from the other party hereto with respect to any
REIT Opportunity or Tenant Opportunity to which this Agreement is applicable.
6.4 Offers to Related Persons. Any REIT Opportunity or Tenant
Opportunity that is offered by a party hereto to the other party hereto and
rejected by such other party may thereafter be offered to any third party, at
the sole discretion of the offering party (including, without limitation, to any
senior officer or director of Vornado Sub, the Company or any of their
Affiliates), subject to the reoffer provisions set forth in this Agreement.
6.5 Subsidiaries. (a) Any REIT Opportunity that is offered to
and accepted by Vornado Sub under this Agreement may be entered into by Vornado
Sub or by any designee of Vornado Sub that is a Subsidiary of Vornado Sub. Any
Tenant Opportunity that is offered to and accepted by the Company under this
Agreement may be entered into by the Company or by any designee of the Company
that is a Subsidiary of the Company.
(b) Each party hereto shall cause its Subsidiaries to comply
with any terms of this Agreement applicable to such Subsidiaries.
6.6 Contractual Restrictions. No party shall be required to
comply with the offering rights and notice provisions set forth in Sections 2.1
and 3.1 of this Agreement if such compliance would violate any confidentiality
requirement or other contractual restriction binding on such party.
6.7 No Partnership. While it is the intention of the parties
to align their businesses in accordance with the terms of this Agreement, each
party shall act independently in its own best interests, and neither party shall
be considered a partner or agent of the other party or to owe any fiduciary or
other common law duties to the other party.
6.8 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.
6.9 WAIVER OF JURY. EACH OF THE PARTIES HERETO HEREBY WAIVES
TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIPS
ESTABLISHED HEREUNDER.
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6.10 Jurisdiction and Venue; Service of Process. (a) Each of
the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction
of any state or federal court in the Borough of Manhattan, The City of New York
for the purpose of any suit, action, proceeding or judgment relating to or
arising out of this Agreement and to the laying of venue in the Borough of
Manhattan, The City of New York. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any objection to the
laying of the venue of any such suit, action or proceeding brought in the
aforesaid courts and hereby irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in an
inconvenient forum.
(b) Each of the parties hereto agrees that service of process
in any such suit, action or proceeding may be effected by mailing a copy thereof
by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to such party at its address set forth in subsection 6.12 or at
such other address of which the other party to this Agreement shall have been
notified pursuant thereto. Each of the parties further agrees that nothing
herein shall affect the right to effect service of process in any other manner
permitted by law or shall limit the right to xxx in any other jurisdiction.
6.11 Specific Performance. Each party hereto hereby
acknowledges that the obligations undertaken by it pursuant to this Agreement
are unique and that the other party hereto would likely have no adequate remedy
at law if such party shall fail to perform its obligations hereunder, and such
party therefor confirms that the other party's right to specific performance of
the terms of this Agreement is essential to protect the rights and interests of
the other party. Accordingly, in addition to any other remedies that a party
hereto may have at law or in equity, such party shall have the right to have all
obligations, covenants, agreements and other provisions of this Agreement
specifically performed by the other party hereto and the right to obtain a
temporary restraining order or a temporary or permanent injunction to secure
specific performance and to prevent a breach or threatened breach of this
Agreement by the other party hereto.
6.12 Notices. (a) Any communication or notice to be given
hereunder will be duly given when delivered in writing or by telecopy to a party
at its address as indicated below or such other address as such party may
specify in a notice to the other party hereto. A communication or notice given
pursuant to this Section shall be addressed:
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If to Vornado Sub, to:
Vornado Realty L.P.
c/o Vornado Realty Trust
Park 00 Xxxx, Xxxxx XX
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
Telecopy: 000-000-0000
Attention: Chief Financial Officer
If to the Company, to:
Vornado Operating Company
Park 00 Xxxx, Xxxxx XX
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
Telecopy: 000-000-0000
Attention: Chief Financial Officer
(b) Unless otherwise provided to the contrary herein, any
notice which is required to be given in writing pursuant to the terms of this
Agreement may be given by telecopy.
6.13 Reasonable and Necessary Restrictions. Each of the
parties hereto hereby acknowledges and agrees that the restrictions,
prohibitions and other provisions of this Agreement are reasonable, fair and
equitable in scope, term and duration, are necessary to protect the legitimate
business interests of the parties hereto and are a material inducement to the
parties hereto to enter into the transactions described in and contemplated by
the recitals hereto. Each party hereto agrees that it will not xxx to challenge
the enforceability of this Agreement or raise any equitable defense to its
enforcement.
6.14 Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. This Agreement shall not be assigned without the prior
express written consent of each of the parties hereto. Notwithstanding the
foregoing, this Agreement may be assigned without the consent of any party
hereto in connection with any merger, consolidation, reorganization or other
combination of a party with or into another entity where the party is not the
surviving entity, subject to the provisions of Section 6.2(c).
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6.15 Amendments; Waivers. No amendment to this Agreement, or
any provision hereof, or waiver of any right or remedy herein provided, shall be
effective for any purpose unless such amendment or waiver is specifically set
forth in a writing signed by the party or parties to be bound thereby. The
waiver of any right or remedy with respect to any occurrence on one occasion
shall not be deemed a waiver of such right or remedy with respect to such
occurrence (or any other occurrence) on any other occasion.
6.16 Severability. In the event that one or more of the terms
or provisions of this Agreement or the application thereof to any person(s) or
in any circumstance(s) shall, for any reason and to any extent, be found by a
court of competent jurisdiction to be invalid, illegal or unenforceable, such
court shall have the power, and hereby is directed, to substitute for or limit
such invalid term(s), provision(s) or application(s) and to enforce such
substituted or limited terms or provisions, or the application thereof. Subject
to the foregoing, the invalidity, illegality or unenforceability of any one or
more of the terms or provisions of this Agreement, as the same may be amended
from time to time, shall not affect the validity, legality or enforceability of
any other term or provision hereof.
6.17 Entire Agreement; No Third-Party Beneficiaries. This
Agreement (i) constitutes the entire agreement and supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral, between the parties hereto with respect to the subject matter hereof, so
that no such external or separate agreement relating to the subject matter of
this Agreement shall have any effect or be binding, unless the same is referred
to specifically in this Agreement or is executed by the parties after the date
hereof; and (ii) is not intended to confer upon any other person any rights or
remedies hereunder, and shall not be enforceable by any party not a signatory to
this Agreement.
6.18 Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all the counterparts shall together constitute one and the same instrument.
6.19 Indemnification. (a) The Company will indemnify and hold
harmless Vornado Sub and its Affiliates against any losses, claims, damages or
liabilities, joint or several, to which Vornado Sub or its Affiliates may become
subject insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of, relate to or are caused by the assets,
liabilities, business or operations of the Company, and will reimburse Vornado
Sub and its Affiliates for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such action or claim as
such expenses are incurred.
(b) Vornado Sub will indemnify and hold harmless the Company
and its Affiliates against any losses, claims, damages or liabilities, joint or
several, to which the
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Company or its Affiliates may become subject insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of, relate to
or are caused by the assets, liabilities, business or operations of Vornado Sub,
and will reimburse the Company and its Affiliates for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such action or claim as such expenses are incurred.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as of the date first above written.
VORNADO REALTY L. P.
By: Vornado Realty Trust,
its sole general partner
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Executive Vice President --
Finance and Administration
VORNADO OPERATING COMPANY
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President -- Chief Financial
Officer
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