Common use of Restrictions on Dispositions of Protected Properties Clause in Contracts

Restrictions on Dispositions of Protected Properties. (a) General Prohibition on Disposition. Vornado OP agrees for the benefit of each SCR Unitholder, for the term of the Protected Period applicable to such SCR Unitholder, not to directly or indirectly sell, exchange, transfer, or otherwise dispose of any Protected Property or any interest therein (without regard to whether such disposition is voluntary or involuntary). Without limiting the foregoing, the term "sale, exchange, transfer or disposition" by Vornado OP shall be deemed to include, and the prohibition shall extend to: (i) any direct or indirect disposition by any direct or indirect Subsidiary (including SCR) of any Protected Property or any interest therein; (ii) any direct or indirect disposition by Vornado OP of all or any portion of its interest in SCR; (iii) any direct or indirect disposition by Vornado OP or any Subsidiary of Vornado OP of all or any portion of its interest in any entity that (A) was a Subsidiary of SCR or (B) is a Subsidiary of Vornado and owns a direct or indirect interest in a Protected Property (which prohibition shall include, without limitation, any transaction involving a distribution or deemed distribution by a Subsidiary to Vornado OP under Section 731 of the Code); (iv) any direct or indirect distribution by Vornado OP of any Protected Property (or any direct or indirect interest therein) that is subject to Section 704(c)(1)(B) of the Code and the Treasury Regulations thereunder; and (v) any distribution by Vornado OP to an SCR Unitholder that is subject to Section 737 of the Code and the Treasury Regulations thereunder (except as, and to the extent, permitted under Section 2(f) below); Without limiting the foregoing, a disposition shall include any transfer, voluntary or involuntary, in a foreclosure proceeding, pursuant to a deed in lieu of foreclosure, or in a bankruptcy proceeding, except as set forth in Section 2(d) below. This Section 2(a) shall not be violated by an actual or deemed distribution of money (within the meaning of Section 731 of the Code) by Vornado OP that results in the recognition of gain solely by reason of Section 731 of the Code.