CONTRIBUTION AGREEMENTContribution Agreement |
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VORNADO REALTY TRUST | VORNADO REALTY L.P. | VORNADO ROSSLYN LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.49
CONTRIBUTION AGREEMENT
by and among
VORNADO REALTY TRUST,
VORNADO REALTY L.P.,
CESC ROSSLYN L.L.C.,
and
ROBERT H. SMITH and ROBERT P. KOGOD
Dated as of May 12, 2005
TABLE OF CONTENTS
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ARTICLE
I THE TRANSACTION |
2 |
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1.1 |
Contribution and Conveyance of Interests |
2 |
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1.2 |
Liabilities to be Assumed by the VNO Transaction Sub |
2 |
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1.3 |
Closing |
2 |
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1.4 |
Title |
3 |
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1.5 |
Consideration |
3 |
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1.6 |
Federal Income Tax Characterization |
7 |
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1.7 |
Escrow; Appointment of Representatives |
8 |
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1.8 |
Transfer Restrictions; Redemption Rights |
8 |
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ARTICLE
II THE STUDY PERIOD AND DEPOSIT ESCROW |
10 |
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2.1 |
Study Period |
10 |
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2.2 |
Operating Information |
10 |
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2.3 |
Termination |
11 |
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2.4 |
Confidentiality |
11 |
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2.5 |
Deposit |
11 |
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ARTICLE
III REPRESENTATIONS AND WARRANTIES OF VORNADO |
12 |
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3.1 |
Organization, Good Standing and Power of the Company and the Operating Partnership |
12 |
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3.2 |
Capitalization |
13 |
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3.3 |
Authorization of this Contribution Agreement |
13 |
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3.4 |
Financial Statements |
14 |
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3.5 |
Absence of Certain Changes or Events |
14 |
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3.6 |
Taxes |
14 |
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3.7 |
Absence of Conflicts and Defaults |
15 |
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3.8 |
Vornado SEC Documents |
16 |
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3.9 |
No Securityholder Vote Required |
16 |
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3.10 |
Definition of “Knowledge” |
16 |
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ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNERS |
16 |
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4.1 |
Organization, Good Standing and Qualification |
16 |
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4.2 |
Enforceability |
17 |
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4.3 |
Capital Structure |
17 |
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4.4 |
No Subsidiaries |
17 |
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4.5 |
Property; Equipment Leases |
18 |
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4.6 |
Operating and Other Agreements |
18 |
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4.7 |
Noncontravention |
18 |
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4.8 |
Absence of Certain Changes or Events |
19 |
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4.9 |
Litigation |
19 |
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4.10 |
Intentionally Deleted |
19 |
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4.11 |
Space Leases |
19 |
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4.12 |
Intentionally Deleted |
20 |
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4.13 |
Intentionally Deleted |
20 |
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4.14 |
Environmental Compliance |
20 |
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4.15 |
Compliance with Laws and Other Instruments |
20 |
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4.16 |
Intentionally Deleted |
20 |
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4.17 |
Taxes |
21 |
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4.18 |
Vote Required; Consents |
22 |
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4.19 |
Subject Entity Financial Statements; Undisclosed Liabilities |
22 |
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4.20 |
Intentionally Deleted |
23 |
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4.21 |
Intellectual Property Rights |
23 |
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4.22 |
Investment Company Act of 1940 |
23 |
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4.23 |
Intentionally Deleted |
23 |
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4.24 |
Employees |
23 |
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4.25 |
Related Party Transactions |
24 |
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4.26 |
Contracts and Debt Instruments |
24 |
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4.27 |
Standstill Agreements |
25 |
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4.28 |
Brokers and Finders |
25 |
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4.29 |
Definition of “Knowledge” |
25 |
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4.30 |
Securities Law Matters |
25 |
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4.31 |
Evidence of Partnership Interests |
25 |
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ARTICLE
V COVENANTS |
25 |
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5.1 |
Execution of Tax Reporting and Protection Agreement |
25 |
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5.2 |
Information Statement |
25 |
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5.3 |
Vornado Partnership Agreement Amendment |
27 |
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5.4 |
Assignments of Interest; Limited Partner Acceptance Agreements for the Vornado Partnership Agreement |
27 |
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5.5 |
Reservation of Vornado Common Shares |
27 |
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5.6 |
Registration Rights Agreements |
27 |
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5.7 |
Title Insurance |
27 |
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5.8 |
Distributions |
28 |
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5.9 |
Maintenance of Subject Entities |
28 |
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