Investment Representation; Registration. (a) The Grantee hereby makes the covenants, representations and warranties set forth on EXHIBIT B attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on EXHIBIT B were false when made or have, as a result of changes in circumstances, become false. (b) The Partnership may make a notation in its records and/or affix a legend to the certificates (if any) representing the LTIP OP Units issued pursuant to this Agreement to the effect that such units have not been registered under the Securities Act and may only be sold or transferred upon registration or pursuant to an exemption therefrom. (c) The Partnership will have no obligation to register under the Securities Act any LTIP OP Units.
Appears in 6 contracts
Sources: Long Term Incentive Plan Op Unit Award Agreement (Reckson Associates Realty Corp), Long Term Incentive Plan Op Unit Award Agreement (Reckson Associates Realty Corp), Long Term Incentive Plan Op Unit Award Agreement (Reckson Associates Realty Corp)
Investment Representation; Registration. (a) The Grantee hereby makes the covenants, representations and warranties and set forth on EXHIBIT B Annex D attached hereto. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on EXHIBIT B Annex D were false when made or have, as a result of changes in circumstances, become false.
(b) The Partnership may make a notation in its records and/or affix a legend to the certificates (if any) representing the LTIP OP Units issued pursuant to this Agreement to the effect that such units have not been registered under the Securities Act of 1933 (the "Securities Act") and may only be sold or transferred upon registration or pursuant to an exemption therefrom.
(c) The Partnership will have no obligation to register under the Securities Act any LTIP OP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of LTIP OP Units.
Appears in 1 contract
Sources: Long Term Incentive Plan Award Agreement (Reckson Operating Partnership Lp)