Common use of Liability for Transfer Taxes Clause in Contracts

Liability for Transfer Taxes. The Contributor agrees to indemnify the Operating Partnership for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Unit Consideration or interests therein (other than distributions of the Unit Consideration to the Contributor’s partners) within two years after the IPO Closing Date; provided that the Unit Consideration shall be the Operating Partnership’s sole recourse with respect to such indemnification obligation. The Contributor hereby grants a security interest in 50% of the Unit Consideration to the Operating Partnership and hereby irrevocably appoints the Operating Partnership, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Operating Partnership. The security interest granted pursuant to this Section 6.03 shall attach to OP Units that are not included in the Indemnity Holdback Amount. The Contributor agrees that a pro rata portion of the Unit Consideration subject to such security interest will be distributed to each of its partners (i.e., approximately 50% of the Unit Consideration distributed to each partner will be subject to such security interest). The Operating Partnership agrees that, from and after the date on which a partner of the Contributor receives a distribution of the Unit Consideration and acknowledges such partner’s obligation to indemnify the Operating Partnership for any Incremental Transfer Taxes incurred as a result of such partner’s direct or indirect transfer of the Unit Consideration or interests therein within two years after the IPO Closing Date, the security interest with respect to such partner’s Unit Consideration granted pursuant to this Section 6.03 shall secure such partner’s indemnification obligation. The Operating Partnership agrees that the security interest in the Unit Consideration distributed to a partner of the Contributor may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

Liability for Transfer Taxes. The Contributor Transferor agrees to indemnify the Company and the Operating Partnership for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Unit Share Consideration or interests therein (other than distributions of the Unit Share Consideration to the ContributorTransferor’s partners) within two years after the IPO Closing Date; provided that the Unit Share Consideration shall be the Company’s and Operating Partnership’s sole recourse with respect to such indemnification obligation. The Contributor Transferor hereby grants a security interest in 50% of the Unit Share Consideration to the Operating Partnership and hereby irrevocably appoints the Operating Partnership, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Operating Partnership. The security interest granted pursuant to this Section 6.03 shall attach to OP Units the Company Shares that are not included in the Indemnity Holdback Amount. The Contributor Transferor agrees that a pro rata portion of the Unit Share Consideration subject to such security interest will be distributed to each of its partners (i.e., approximately 50% of the Unit Share Consideration distributed to each partner will be subject to such security interest). The Company and the Operating Partnership agrees agree that, from and after the date on which a partner of the Contributor Transferor receives a distribution of the Unit Share Consideration and acknowledges such partner’s obligation to indemnify the Company and the Operating Partnership for any Incremental Transfer Taxes incurred as a result of such partner’s direct or indirect transfer of the Unit Share Consideration or interests therein within two years after the IPO Closing Date, the security interest with respect to such partner’s Unit Share Consideration granted pursuant to this Section 6.03 shall secure such partner’s indemnification obligation. The Company and the Operating Partnership agrees agree that the security interest in the Unit Share Consideration distributed to a partner of the Contributor Transferor may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.