Common use of No Material Adverse Change in Business Clause in Contracts

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (Aa) there has been no changematerial adverse change in the condition, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operationsor in the earnings, business, properties business affairs or business prospects of the Operating Partnership Company, and its subsidiariesSubsidiaries (“Subsidiaries,” as used in this Agreement, taken includes consolidated corporations, partnerships and other entities, including, the Operating Partnership, Colonial Properties Services Limited Partnership (the “Management Partnership”) and Colonial Properties Services, Inc. (the “Management Corporation”), and includes direct and indirect Subsidiaries, if any) considered as one enterprise, or any of the real property or improvements thereon owned by either the Company or any of its Subsidiaries (each individually a whole“Property” and collectively the “Properties”), that is material and adversewhether or not arising in the ordinary course of business, (Bb) no casualty loss, condemnation or other adverse event with respect to the Properties, which when considered together with all other such losses, condemnations or events, are material to the Company and its Subsidiaries considered as one enterprise, has occurred, (c) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company, and its Subsidiaries considered as one enterprise, and (d) except for regular quarterly dividends on the Company’s Common Shares or dividends or distributions declared, paid or made in accordance with the terms of any series of the Company’s Preferred Shares, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectstock.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference included therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, earnings, properties or prospects of the Operating Partnership Transaction Entities and its their respective subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Transaction Entities and the Subsidiaries, on any class of its the capital stock stock, membership interest or other equity interestsinterest, as applicable, (C) there has been no material change in the outstanding equity interests capital shares of stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisTransaction Entities or any of their respective Subsidiaries, (D) there has not been any material transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, into or any such material transaction that is probable of being entered into by the Operating Partnership or any of its subsidiariesTransaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership Transaction Entities and its subsidiariestheir respective Subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiariesTransaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership Transaction Entities or any of its their subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authorityauthority that would, that, individually singly or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference included therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, earnings, properties or prospects of the Operating Partnership Transaction Entities and its their respective subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Transaction Entities and the Subsidiaries, on any class of its the capital stock stock, membership interest or other equity interestsinterest, as applicable, except as would not have been required to be disclosed pursuant to the Exchange Act or the Exchange Act Regulations, (C) there has been no material change in the outstanding equity interests capital shares of stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisTransaction Entities or any of their respective Subsidiaries, (D) there has not been any material transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, into or any such material transaction that is probable of being entered into by the Operating Partnership or any of its subsidiariesTransaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership Transaction Entities and its subsidiariestheir respective Subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiariesTransaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership Transaction Entities or any of its their subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authorityauthority that would, that, individually singly or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, Company nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, thatthat would, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect (as defined below), otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock of the Company or any of its subsidiaries (except for (i) subsequent issuances, if any, pursuant to (A) this Agreement or the Alternative Equity Distribution Agreements, (B) reservations, agreements, employee stock incentive plans or long-term incentive plans referred to in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, or (C) unregistered issuances not required to be disclosed pursuant to the Exchange Act, the Securities Act or any regulation promulgated thereunder and (ii) any shares forfeited or surrendered to the Company pursuant to employee stock-incentive plans, long-term incentive plan or agreements referred to in the Registration Agreement) or material change in the long term debt of the Company or any of its subsidiaries (except for borrowings under the Company’s Existing Credit Agreement (as may be amended from time to time and referred to in the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus)) or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken together (a “Material Adverse Effect”), otherwise than as set forth or contemplated in the Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) there has been no material change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse to the Company and its subsidiaries, taken as a whole, (iv) there has been no material transaction entered into, into by the Company or any such of its subsidiaries taken as a whole and there is no material transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus any material loss from fire, explosion, flood, accident or other calamity not fully covered by insurance, otherwise than as disclosed set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus. Since the respective dates as of which information is given in the Registration Statement, since the end of General Disclosure Package or the period covered by the latest audited financial statements incorporated by reference therein Prospectus, except as otherwise stated therein, (A) there has been no material adverse change, nor or any development or event involving a prospective material adverse change, in the general affairs, financial condition, earnings or affecting business affairs of the condition Company and its subsidiaries (financial or otherwiseeach such subsidiary, a “Subsidiary” and, collectively, the “Subsidiaries”), results considered as one enterprise, whether or not arising in the ordinary course of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as business (a whole, that is material and adverse, “Material Adverse Change”); (B) there have been no transactions entered into by the Company or any of its Subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its Subsidiaries considered as one enterprise; (C) other than, in the case of the Company, regular dividends on the Company’s common stock or preferred stock, in amounts per share that are consistent with past practice or the applicable charter document or supplement thereto, respectively, or, in the case of any of the Company’s Subsidiaries, to the Company, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company or any of its Subsidiaries on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, stock; and (D) there has not been any transaction material to change in the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, capital stock (other than transactions in upon exercise of outstanding stock options, upon conversion of convertible securities outstanding as of the ordinary course date of business and changes and transactions disclosed or described in the most recent balance sheet incorporated by reference into the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct Prospectus or contingent, which is material pursuant to the Operating Partnership Company’s employee or director compensation and benefit plans or the Company’s dividend reinvestment and stock purchase plan) or long-term debt of the Company and its subsidiaries, taken Subsidiaries considered as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectone enterprise.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock stock, other than: (a) repurchases of Common Stock issued to or other equity interestsheld by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase as applicabledescribed in the General Disclosure Package and the Final Prospectus or (b) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right as described in the General Disclosure Package and the Final Prospectus, (Ciii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisCompany and its subsidiaries, (Div) there has not been any material transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, into or any such material transaction that is probable of being entered into by the Operating Partnership or any of its subsidiariesCompany, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (Ev) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, Company taken as a whole, incurred by the Operating Partnership or any of its subsidiariesCompany, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, and (Fvi) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or of arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Company or the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests capital stock or total debt of the Operating Partnership on a consolidated basisCompany or any of its subsidiaries, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken as a whole, entered into, into or any such transaction that is probable of being entered into by the Operating Partnership or Company and any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership Company and its subsidiaries, taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership Company or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, Company nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries (including the Partnership) has sustained since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree decree, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any court change in the capital stock of the Company or arbitrator or governmental or regulatory authorityany of its subsidiaries (including the Partnership) (other than issuances of capital stock in connection with employee benefit plans, thatthe exercise of options, individually the exchange of Partnership units and the payment of earn-outs pursuant to contractual commitments) or in the aggregatepartners’ capital of the Partnership or any of its subsidiaries, with respect to this clause any change in mortgage loans payable or long-term debt of the Company or any of its subsidiaries (Fincluding the Partnership) in excess of $40,000,000 or in the mortgage loans payable or long-term debt of the Partnership or any of its subsidiaries or any material adverse change in excess of $40,000,000 (in any case, other than transactions that have occurred and have been reported in the Company’s Current Reports on Form 8-K or the repayment of maturing indebtedness or other obligations), would or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or the Partnership on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity, partners’ capital or results of operations of the Company and its subsidiaries (including the Partnership), otherwise than as set forth or contemplated in the Registration Statement and the Prospectus (other than ordinary course dividends to be paid on the Company’s Common Stock and preferred stock); and neither the Company nor any of its subsidiaries (including the Partnership) has entered into any transaction or agreement (whether or not reasonably be expected in the ordinary course of business) that is material to have the Company and its subsidiaries taken as a Material Adverse Effectwhole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, whole that is material and adverse, (Bii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no transaction entered into by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, entered into, or any such whole and there is no transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries that is material to the Company and its subsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions business, (v) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (E) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions (vi) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, General Disclosure Package or Prospectus, except as otherwise stated in the Registration Statement, the General Disclosure Package and the or Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (Aa) there has been no changematerial adverse change in the condition, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results or in the earnings, assets, business affairs or business prospects of operationsthe Company, businessany subsidiary of the Company, properties or prospects the Operating Partnership, any subsidiary of the Operating Partnership (other than any Property Partnership (as defined below)) (the Company, the Operating Partnership and its subsidiariessuch subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity that owns real property and that is owned by a Simon Entity or in which the Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business, which, taken as a whole, that is would be material to the Company, the Operating Partnership and adversethe other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Simon Entities, other than those in the ordinary course of business, which would be Material, (d) except for distributions in amounts per unit that are consistent with past practices, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity respective general, limited and/or preferred partnership interests, as applicable, (Ce) there has been no material change in the outstanding equity interests or total debt capital stock of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, corporate Simon Entities or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none partnership interests of the Operating Partnership or any of its subsidiaries Property Partnership, and (f) there has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or been no increase in the aggregateindebtedness of the Simon Entities, with respect to this clause (F), the Property Partnerships or the Properties which would not reasonably be expected to have a Material Adverse EffectMaterial.

No Material Adverse Change in Business. Except Subsequent to the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package Prospectus and the ProspectusDisclosure Package, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken except as a whole, that is material and adversedescribed therein, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (Di) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, Material Adverse Effect; (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (Fii) none of the Operating Partnership Company or any of its subsidiaries the Subsidiaries has sustained any loss or interference with its business assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or legislative or other governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), which would not reasonably be expected to have a Material Adverse Effect; and (iii) since the date of the latest balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, none of the Company or the Subsidiaries has (A) issued any securities, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (B) entered into any transaction or incurred any material liability or obligation, direct or contingent, that was not in the ordinary course of business or (C) declared or paid any dividend or made any distribution on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock, other than with respect to the acquisition of shares of its Common Stock in connection with payment of taxes required in connection with the exercise of options for the purchase of Common Stock or the vesting of restricted stock; provided, however, that the foregoing clause (C) shall not apply to transactions solely between the Company and the Subsidiaries.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesthe Controlled Entities, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) there has been no material change except as disclosed in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into contemplated by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (E) there has not been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and the Controlled Entities, (iv) neither the Company nor any of the Controlled Entities has (1) entered into or assumed any material transaction or agreement, (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, which is material (3) acquired or disposed of or agreed to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership acquire or dispose of any business or any other asset, or (4) agreed to take any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusforegoing actions, and (Fv) none neither the Company nor any of the Operating Partnership or any of its subsidiaries Controlled Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except Since the date of the most recent audited financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus, and except in each case as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (Di) there has not been any transaction material to change in the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, capital stock (other than transactions the issuance or reacquisition of shares of Common Stock in the ordinary course of business and changes and transactions disclosed or pursuant to Company Stock Plans that are described in the Registration Statement, the General Disclosure Package and the Final Prospectus) or awards thereunder, short-term debt or long-term debt of the Company (E) there has not been any obligation, direct other than borrowings or contingent, which is material to repayments under the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred Credit Agreement in the ordinary course of business and changes and transactions disclosed consistent with past practice), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock (other than dividends or distributions deemed to occur upon the exercise or exchange of awards under Company Stock Plans that are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or which represent a portion of the exercise or exchange price thereof, or made in lieu of withholding taxes in connection with any such exercise or exchange), (ii) there has not been any material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the business, properties, management, condition (financial or otherwise), stockholders’ equity, results of operations or prospects of the Company, (iii) the Company has not entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company or incurred any liability or obligation, direct or contingent, that is material to the Company, and (Fiv) none of the Operating Partnership or any of its subsidiaries Company has not sustained any loss or interference with its business that is material to the Company and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed otherwise stated in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end respective dates as of which information is given in the period covered by Registration Statement, the latest audited financial statements incorporated by reference therein Pricing Disclosure Package or the Prospectus, (A) there has been no change, nor any development or event involving a prospective change, material adverse change in or affecting the properties or assets (collectively, the “Properties”) described in the Registration Statement, the Pricing Disclosure Package or the Prospectus owned by the Company or its direct and indirect subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”) considered as a whole or in the business, condition (financial or otherwise), results of operations, businessstockholders’ equity, properties earnings, business affairs or business prospects of the Operating Partnership Company and its subsidiariesSubsidiaries as one enterprise, taken as whether or not arising in the ordinary course of business (a whole, that is material and adverse“Material Adverse Effect”), (B) there have been no transactions entered into by the Company or the Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and the Subsidiaries considered as one enterprise, (C) there has been no dividend liability or obligation, direct or contingent (including off-balance sheet obligations), which is material to the Company and the Subsidiaries considered as one enterprise, incurred by the Company or any of the Subsidiaries, except obligations incurred in the ordinary course of business, (D) there has been no distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, form of ownership interests in the Company and (CE) there has been no material change in the outstanding equity interests withdrawal or total debt downgrade of the Operating Partnership on a consolidated basisCompany’s rating from Demotech, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.Inc.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisCompany and its subsidiaries (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, (D) there has not been no material transaction entered into by the Company or any transaction material to the Operating Partnership and of its subsidiaries, subsidiaries taken as a whole, entered into, or any such whole and there is no material transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions business, (v) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (E) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions (vi) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in Since the Registration Statement, the General Disclosure Package and the Prospectus, since the end date of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, included in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the ProspectusPackage, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any Company, its Significant Subsidiaries (as defined below) or, to the knowledge of its subsidiaries has the Company, the Thunder Entities have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree decree, or incurred any material liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, which would be reasonably likely to result in any Material Adverse Effect (as defined below), nor has there been any development involving a material adverse change in or affecting the financial condition, results of operations, business or prospects of the Company and its subsidiaries taken as a whole after giving effect to the Acquisition, otherwise than as disclosed in the General Disclosure Package and the Prospectus. Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus (exclusive of any court amendment or arbitrator supplement thereto) or governmental or regulatory authoritysince the date of the General Disclosure Package, thatafter giving effect to the Acquisition, individually or there has not been (i) any material change in the aggregatecapital stock or long-term debt of the Company or its Significant Subsidiaries (taken as a whole) or, with respect to this clause the knowledge of the Company, the Thunder Entities, (Fii) any material adverse change in or affecting the financial condition, results of operations, business or prospects of the Company or its Significant Subsidiaries (taken as a whole) or, to the knowledge of the Company, the Thunder Entities, or (iii) any transaction entered into by any of the Company or its Significant Subsidiaries, other than in the ordinary course of business, that is material to the Company and its Significant Subsidiaries (taken as a whole) or, to the knowledge of the Company, the Thunder Entities other than as disclosed, in the case of each of (i), would not reasonably be expected to have a Material Adverse Effect(ii) or (iii) above, in the General Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto).

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Time of Sale Information and the Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Time of Sale Information and the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the Time of Sale Information and the Final Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries. (iv) except as disclosed in the Time of Sale Information and the Prospectus, there has been no material transaction entered into by the Company or any of its subsidiaries taken as a whole, entered into, or any such whole and there is no material transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions business, (v) except as disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, (E) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions (vi) except as disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference included therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, earnings, properties or prospects of the Operating Partnership Transaction Entities and its their respective subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Transaction Entities and the Subsidiaries, on any class of its the capital stock stock, membership interest or other equity interestsinterest, as applicable, except as would not have been required to be disclosed pursuant to the Exchange Act or the Rules and Regulations, (C) there has been no material change in the outstanding capital shares of stock, equity interests securities, indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisTransaction Entities or any of their respective Subsidiaries, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, into or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiariesTransaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership Transaction Entities and its subsidiariestheir respective Subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiariesTransaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership Transaction Entities or any of its their subsidiaries has sustained any loss or interference with its assets, business or properties from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental governmental, legislative or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), authority that would not reasonably be expected to have materially affect the use or value of any of the Properties, (G) there has been no redemption, purchase or other acquisition or agreement to redeem, purchase or otherwise acquire any equity securities of any of the Transaction Entities or their respective Subsidiaries and (H) there has not been and there will not be any event which would reasonably be expected to result in a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and or the Prospectus, since the end of the period covered by the latest audited financial statements included or incorporated by reference therein in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, ; (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, stock; (C) there has been no material adverse change in the outstanding capital stock (other than as a result of (1) the exercise of stock options, the vesting of restricted stock or restricted stock units in the ordinary course, (2) the granting of stock options, restricted stock or restricted stock units in the ordinary course of business pursuant to the Company’s stock plans that are described in the Registration Statement, the General Disclosure Package or the Prospectus or (3) the repurchase of shares of stock which were issued upon exercise of stock options or vested under other equity interests awards, in each case pursuant to the agreements pursuant to which such shares were issued and, if applicable, in accordance with the Company’s stock plans that are described in the Registration Statement, the General Disclosure Package or total debt the Prospectus), short-term indebtedness, long-term indebtedness, net current assets or net assets of the Operating Partnership on a consolidated basis, Company and its subsidiaries; (D) there has not been any no material transaction entered into and there is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, Company other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, business; (E) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and its subsidiaries, Company taken as a whole, incurred by the Operating Partnership or any of its subsidiariesCompany, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, business; and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements of the Company included or incorporated by reference therein in each of the Registration Statement and the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short term indebtedness, long term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, and (Fvi) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company or Ranger LLC on any class of its capital stock or other equity membership interests, as applicable, (Ciii) there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisCompany and its Subsidiaries, (Div) there has not been any no material transaction entered into and there is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company Parties during the time when a prospectus relating to the Offered Securities is (or any but for the exemption of its subsidiaries, Rule 172 would be) required to be delivered under the Act by and underwriter or dealer other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and its subsidiaries, Company taken as a whole, incurred by the Operating Partnership or any of its subsidiariesCompany, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries Subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectusor Prospectus Supplement, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (Aa) there has been no changematerial adverse change in the condition, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results or in the earnings, assets, business affairs or business prospects of operationsthe Company, businessany subsidiary of the Company, properties or prospects the Operating Partnership, any subsidiary of the Operating Partnership (other than any Property Partnership (as defined below)) (the Company, the Operating Partnership and its subsidiariessuch subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity which owns any Property (as such term is defined in the Prospectus Supplement) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business, which, taken as a whole, that is would be material to the Company, the Operating Partnership and adversethe other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties (as such term is defined in the Prospectus Supplement) has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Simon Entities, other than those in the ordinary course of business, which would be Material, (d) except for distributions in amounts per unit that are consistent with past practices, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity respective general, limited and/or preferred partnership interests, as applicable, (Ce) there has been no material change in the outstanding equity interests or total debt capital stock of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, corporate Simon Entities or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none partnership interests of the Operating Partnership or any of its subsidiaries Property Partnership, and (f) there has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or been no increase in the aggregateindebtedness of the Simon Entities, with respect to this clause (F), the Property Partnerships or the Properties which would not reasonably be expected to have a Material Adverse EffectMaterial.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since subsequent to the end respective dates as of which information is given in the period covered by Registration Statement, the latest audited financial statements incorporated by reference therein General Disclosure Package and the Prospectus: (Ai) there has been no material adverse change, nor or any development or event involving that would reasonably be expected to result in a prospective material adverse change, in or affecting the condition (condition, financial or otherwise), results of operationsor in the earnings, business, properties properties, operations, assets, liabilities or prospects prospects, whether or not arising from transactions in the ordinary course of business, of the Operating Partnership Company and its subsidiaries, taken considered as one entity (any such change being referred to herein as a whole“Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that is are material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, or has entered into any material transactions not in the ordinary course of business; and adverse, (Biii) there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company or, except for dividends paid to the Company or its other subsidiaries, by any of the Company’s subsidiaries on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered intoshare capital, or any such transaction that is probable of being entered into repurchase or redemption by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership Company or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectclass of share capital.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectusor Prospectus Supplement, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (Aa) there has been no changematerial adverse change in the condition, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results or in the earnings, assets, business affairs or business prospects of operationsthe Company, businessany subsidiary of the Company, properties or prospects the Operating Partnership, any subsidiary of the Operating Partnership (other than any Property Partnership (as defined below)) (the Company, the Operating Partnership and its subsidiariessuch subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity that owns real property and that is owned by a Simon Entity or in which the Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business, which, taken as a whole, that is would be material to the Company, the Operating Partnership and adversethe other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Simon Entities, other than those in the ordinary course of business, which would be Material, (d) except for dividends or distributions in amounts per share and per unit that are consistent with past practices, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity by the Operating Partnership on any of its respective general, limited and/or preferred partnership interests, as applicable, (Ce) there has been no material change in the outstanding equity interests or total debt capital stock of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, corporate Simon Entities or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none partnership interests of the Operating Partnership or any of its subsidiaries Property Partnership, and (f) there has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or been no increase in the aggregateindebtedness of the Simon Entities, with respect to this clause (F), the Property Partnerships or the Properties which would not reasonably be expected to have a Material Adverse EffectMaterial.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package Statutory Prospectus and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Statutory Prospectus and the Final Prospectus, (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisCompany or any of its subsidiaries, (Div) there has not been any no material transaction entered into and there is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package, (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, ; (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, stock; (C) there has been no material adverse change in the outstanding capital stock (other than as a result of (1) the exercise of stock options, the vesting of restricted stock or restricted stock units in the ordinary course, (2) the granting of stock options, restricted stock or restricted stock units in the ordinary course of business pursuant to the Company’s stock plans that are described in the General Disclosure Package or (3) the repurchase of shares of stock which were issued upon exercise of stock options or vested under other equity interests awards, in each case pursuant to the agreements pursuant to which such shares were issued and, if applicable, in accordance with the Company’s stock plans that are described in the General Disclosure Package), short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, Company and its subsidiaries; (D) there has not been any no material transaction entered into and there is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, Company other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, business; (E) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and its subsidiaries, Company taken as a whole, incurred by the Operating Partnership or any of its subsidiariesCompany, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, business; and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Circular, including by way of incorporation by reference to Parsley’s filings with the Commission, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Offering Circular (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Issuers, the Guarantors, and its their respective subsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by any of the Operating Partnership Issuers on any class of its capital stock or other equity interests, as applicablestock, (Ciii) there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisIssuers, the Guarantors, or any of their respective subsidiaries, (Div) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and its subsidiariesIssuers, the Guarantors, or any of their respective subsidiaries taken as a whole, incurred by the Operating Partnership Issuers, the Guarantors, or any of its their respective subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (Fv) none of the Operating Partnership Issuers, the Guarantors, or any of its their respective subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end date of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Disclosure Package and the Prospectus, (A) there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole and (B) neither the Company nor any of its Subsidiaries has (i) incurred, assumed or acquired any material liability (including contingent liability) or other material obligation except for any obligation incurred in the ordinary course of its business or in relation to any renovation, construction or development of properties owned or leased by the Company or its Subsidiaries, (ii) acquired or disposed of or agreed to acquire or dispose of any business or any other asset material to the Company and its Subsidiaries taken as a whole, (iii) entered into a letter of intent or memorandum of understanding (or announced an intention to do so) relating to any matter identified in clauses (i) and (ii) above, or (iv) sustained any material loss or interference with its business from fire, explosion or other calamity that would not have a Material Adverse Effect, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, and since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there has been no change, nor any development or event involving that would have a prospective change, Material Adverse Effect; except as disclosed in or affecting contemplated by the condition (financial or otherwise)Registration Statement, results of operationsthe Disclosure Package and the Prospectus, business, properties or prospects since the date of the Operating Partnership period covered by the latest financial statements included in the Registration Statement, the Disclosure Package and its subsidiariesthe Prospectus, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (C) authorized shares and there has been no material adverse change in the outstanding equity interests authorized shares, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiariesSubsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.;

No Material Adverse Change in Business. Except as disclosed otherwise stated or contemplated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and or the Prospectus, since the end of the period covered by the latest audited financial statements Prospectus (including any documents incorporated by reference therein (A) therein), there has been no changematerial adverse change in the (A) assets, nor any development or event involving a prospective changebusiness, in or affecting the operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity (as set forth on the Company’s most recent balance sheet included in the documents incorporated by reference therein) or results of operationsoperations of the Company taken as a whole (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company, other than those in the ordinary course of business, properties or prospects of which are material with respect to the Operating Partnership and its subsidiaries, Company taken as a whole, that (C) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material and adverseto the Company taken as a whole, (BD) there has been no any material change in the capital stock (other than (i) as described in a current report on Form 8-K, a proxy statement filed on Schedule 14A or a Registration Statement on Form S-4 and otherwise publicly announced or (ii) changes in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, shares of Common Stock, or the vesting of equity awards) or outstanding long-term indebtedness of the Company or (E) any dividend or distribution of any kind declared, paid or made by on the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiariesCompany, other than transactions in each case above (i) in the ordinary course of business and changes and transactions business, (ii) as otherwise disclosed or described in the Registration Statement, the General Disclosure Package and or Prospectus (including the Prospectusdocuments incorporated or deemed to be incorporated by reference therein) or (iii) where such matter, (E) there has item, change or development would not been any obligation, direct or contingent, which is material to make the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described statements in the Registration Statement, the General Disclosure Package and or the Prospectus, and (F) none Prospectus contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or statements therein not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectmisleading.

No Material Adverse Change in Business. Except Subsequent to the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package Prospectus and the ProspectusDisclosure Package, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken except as a whole, that is material and adversedescribed therein, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (Di) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, Material Adverse Effect; (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (Fii) none of the Operating Partnership Company or any of its subsidiaries the Subsidiaries has sustained any loss or interference with its business assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or legislative or other governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), which would not reasonably be expected to have a Material Adverse Effect; and (iii) since the date of the latest balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, none of the Company or the Subsidiaries has (A) issued any securities, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (B) entered into any transaction or incurred any material liability or obligation, direct or contingent, that was not in the ordinary course of business or (C) declared or paid any dividend or made any distribution on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock, other than with respect to the acquisition of shares of the Common Stock in connection with payment of taxes required in connection with the exercise of options for the purchase of Common Stock or the vesting of restricted stock; provided, however, that the foregoing clause (C) shall not apply to transactions solely between the Company and the Subsidiaries.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, Subsidiaries (other than transactions in as a result of (A) the ordinary course exercise of business and changes and transactions disclosed outstanding stock options, the vesting of restricted stock or restricted stock units described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (EB) there has not been any obligationthe granting of stock options, direct restricted stock or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred restricted stock units in the ordinary course of business out of shares reserved for issuance and changes and transactions disclosed or pursuant to the Company’s stock plans that are described in the Registration Statement, the General Disclosure Package and the ProspectusFinal Prospectus or (C) the repurchase of shares of stock which were issued upon exercise of stock options or vested under other equity awards, in each case pursuant to the agreements pursuant to which such shares were issued), (iv) there has been no material transaction entered into and there is no material transaction that is probable of being entered into by the Company or any of its Subsidiaries other than transactions in the ordinary course of business, (Fv) none of there has been no obligation, direct or contingent, that is material to the Operating Partnership Company or any of its subsidiaries taken as a whole, incurred by the Company or any of its Subsidiaries, except obligations incurred in the ordinary course of business and (vi) neither the Company nor any of its Subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectusor Prospectus Supplement, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (Aa) there has been no changematerial adverse change in the condition, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results or in the earnings, assets, business affairs or business prospects of operationsthe Company, businessany subsidiary of the Company, properties or prospects the Operating Partnership, any subsidiary of the Operating Partnership (other than any Property Partnership (as defined below)) (the Company, the Operating Partnership and its subsidiariessuch subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or of any entity that owns real property and that is owned by a Simon Entity or in which the Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “Property Partnerships”) whether or not arising in the ordinary course of business, which, taken as a whole, that is would be material to the Company, the Operating Partnership and adversethe other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Simon Entities, other than those in the ordinary course of business, which would be Material, (d) except for distributions in amounts per unit that are consistent with past practices, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity respective general, limited and/or preferred partnership interests, as applicable, (Ce) there has been no material change in the outstanding equity interests or total debt capital stock of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, corporate Simon Entities or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none partnership interests of the Operating Partnership or any of its subsidiaries Property Partnership, and (f) there has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or been no increase in the aggregateindebtedness of the Simon Entities, with respect to this clause (F), the Property Partnerships or the Properties which would not reasonably be expected to have a Material Adverse EffectMaterial.

No Material Adverse Change in Business. Except as disclosed in Neither the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, Company nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries (including the Partnership) has sustained since the date of the latest financial statements included or incorporated by reference in the Registration Statement and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree decree, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any court material change in the capital stock of the Company or arbitrator or governmental or regulatory authorityany of its subsidiaries (including the Partnership) (other than issuances of capital stock in connection with employee benefit plans, thatthe exercise of options, individually the exchange of Partnership units and the payment of earn-outs pursuant to contractual commitments) or in the aggregatepartners’ capital of the Partnership or any of its subsidiaries, with respect to this clause any material change in mortgage loans payable or long-term debt of the Company or any of its subsidiaries (Fincluding the Partnership) in excess of $20,000,000 or in the mortgage loans payable or long-term debt of the Partnership or any of its subsidiaries (other than borrowings and repayments under the Company’s term loan agreement), would or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity, partners’ capital or results of operations of the Company and its subsidiaries (including the Partnership) considered as one enterprise, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus (other than ordinary course dividends to be paid on the Company’s Common Stock); and neither the Company nor any of its subsidiaries (including the Partnership) has entered into any transaction or agreement (whether or not reasonably be expected in the ordinary course of business) that is material to have the Company and its subsidiaries taken as a Material Adverse Effectwhole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (Ai) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or ; (iv) except as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has (EA) there has not been entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, which is (C) acquired or disposed of or agreed to acquire or dispose of any business or any other material asset, or (D) agreed to take any of the Operating Partnership foregoing actions; and its subsidiaries, taken as a whole, incurred by (v) neither the Operating Partnership or Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business Subsidiaries and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Consolidated Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the General Disclosure Package and the Final Prospectus: (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except (A) As of the date hereof, (1) Neither the Company nor any of its “significant subsidiaries” as disclosed such term is defined in the Registration StatementRule 1-02(w) of Regulation S-X (“Significant Subsidiaries”), the General Disclosure Package and the Prospectusall of which are listed on Schedule II hereto, has sustained since the end date of the period covered by the latest audited financial statements included or incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Pricing Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregatePricing Prospectus, (2) since the respective dates as of which information is given in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not been any change in the capital stock or long term debt of the Company or any of its Significant Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its Significant Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”) otherwise than as set forth or contemplated in the Pricing Prospectus, (3) there have been no transactions entered into by the Company or any of its subsidiaries other than those in the ordinary course of business, which are material with respect to this clause the Company and its Significant Subsidiaries considered as one enterprise and (F)4) except for annual dividends on the Common Shares in amounts per share that are consistent with past practice, would there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock; (B) as of the date hereof, to the best knowledge of the Company, since the respective dates as of which information with respect to Helm Bank is given in the Registration Statement, the Pricing Prospectus and the Prospectus, there has not reasonably be expected to have a been any Material Adverse EffectEffect with respect to Helm Bank otherwise than as set forth or contemplated in the Pricing Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, since the end date of the period covered by the latest audited financial statements incorporated included in the General Disclosure Package, neither the Company nor its subsidiaries has (i) entered into or assumed any material contract, (ii) incurred, assumed or acquired any material liability (including contingent liability) or other obligation, (iii) received notice of any cancellation, termination, breach, violation or revocation of, or imposition or inclusion of additional conditions or requirements with respect to, MPBL Macau’s Gaming License, or received notice of any cancellation, termination, breach, violation or revocation of any Material Contract, or of any Debt Repayment Triggering Event (iv) acquired or disposed of or agreed to acquire or dispose of any business or any other asset material to the Company and its subsidiaries taken as a whole, (v) entered into a letter of intent or memorandum of understanding (or announced an intention to do so) relating to any matter identified in clauses (i) through (iv) above, or (vi) sustained any material loss or interference with its business from fire, explosion or other calamity, whether or not covered by reference therein (A) insurance, or from any labor dispute or court or governmental action, order or decree, and since the respective dates as of which information is given in the Registration Statement and the General Disclosure Package, there has been no change, nor any development or event involving a prospective change, change in or affecting the condition (financial or otherwise), business, properties, business prospects or results of operations, business, properties or prospects operations of the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, whole that is material and adverse. Except as disclosed in or contemplated by the General Disclosure Package, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (C) and there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since subsequent to the end respective dates as of which information is given in the period covered by Registration Statement, the latest audited financial statements incorporated by reference therein General Disclosure Package and the Prospectus: (Ai) there has been no material adverse change, nor or any development or event involving that would reasonably be expected to result in a prospective material adverse change, in or affecting the condition (condition, financial or otherwise), results of operationsor in the earnings, business, properties properties, operations, assets, liabilities or prospects prospects, whether or not arising from transactions in the ordinary course of business, of the Operating Partnership Company and its subsidiaries, taken considered as one entity (any such change being referred to herein as a whole“Material Adverse Change”); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that is are material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, or has entered into any material transactions not in the ordinary course of business; and adverse, (Biii) there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company or, except for dividends paid to the Company or its other subsidiaries, by any of the Company’s subsidiaries on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered intoshare capital, or any such transaction that is probable of being entered into repurchase or redemption by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership Company or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectclass of share capital.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no material adverse change, nor or any development or event involving that could reasonably be expected to result in a prospective material adverse change, in or affecting the condition (financial or otherwiseother), results of operations, business, properties properties, management or business prospects of the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, whether or not arising in the ordinary course of business, nor any material adverse change, or any development that is could reasonably be expected to result in a material and adverseadverse change, in the condition (financial or other), results of operations, business, properties. management or business prospects of Alagasco such that the Company has the right to terminate its obligations to acquire Alagasco under the applicable acquisition agreement or to decline to consummate the acquisition of Alagasco as a result of such material adverse change (any such change or development described in this clause (A), a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company or any of its subsidiaries with respect to the Company and its subsidiaries taken as a whole, nor, to the Company’s knowledge, Alagasco with respect to itself, has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material, and neither the Company or any of its subsidiaries nor, to the Company’s knowledge, Alagasco has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and (C) except for regular quarterly cash dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectstock.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), since the end of the period covered by the latest audited financial statements except as otherwise stated, or incorporated by reference therein reference, therein, (Ai) there has been no changematerial adverse change in the condition, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operationsor in the earnings, business, properties business affairs or business prospects of the Operating Partnership Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (ii) there have been no transactions entered into by the Company or any of its subsidiaries, taken other than those that are in the ordinary course, which are material with respect to the Company and its subsidiaries considered as a wholeone enterprise, that (iii) there has been no obligation or liability, direct or contingent (including any off-balance sheet obligations) incurred by the Company or its subsidiaries, which is material to the Company and adverseits subsidiaries considered as one enterprise, (Biv) other than the issuance of Securities issued pursuant to the Equity Plans (as defined herein) or the forfeitures of Securities upon a vesting or exercise of any Awards (as defined herein) issued pursuant to the Equity Plans in full or partial payment of taxes or tax withholding obligations, there have been no changes in the authorized or outstanding capital stock of the Company or its subsidiaries, (v) there have been no material changes in the outstanding indebtedness of the Company, and (vi) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectstock.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that would reasonably be expected to result in a prospective changematerial adverse effect, in or affecting (I) on the condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (II) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (I) and (II) a whole, that is material and adverse“Material Adverse Effect”), (B) except as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and ordinary course changes in deposits, regular short-term draws on available lines of credit, or other changes that the Company considers to be insignificant in type or immaterial in amount, there has not been any material change in the capital stock of the Company or any of its Subsidiaries, or any change in the short-term or long-term debt of the Company or any of the Subsidiaries other than advances from the Federal Home Loan Bank (“FHLB”) or borrowings from the Federal Reserve, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock, other than pursuant to publicly announced share repurchase plans, and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock stock, or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood flood, outbreak of epidemic illness or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements of the Company included or incorporated by reference therein in each of the Registration Statement and the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse; (ii) except as disclosed in or contemplated by the Registration Statement, (B) the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock; (iii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock or other equity interests, as applicable, long term indebtedness of the Company or any of its subsidiaries; (Civ) there has been no material change in transaction entered into by the outstanding equity interests or total debt Company and any of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, subsidiaries taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, ; (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, business; and (Fvi) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changeMaterial Adverse Effect; (B) there have been no transactions entered into by the Company or any of its subsidiaries, nor any development or event involving a prospective change, other than those in or affecting the condition (financial or otherwise), results ordinary course of operations, business, properties or prospects which are material with respect to each of the Operating Partnership Company and its subsidiaries, taken as a whole(C) except for regular dividends on the Common Stock in amounts per share that are consistent with past practice, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basisstock, (D) there has not been any transaction material to neither the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or Company nor any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there subsidiaries has not been incurred any obligationliabilities, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or including without limitation any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss losses or interference with its business from fire, explosion, flood flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor disturbance or dispute or any court or governmental action, order or decree decree, that would have a Material Adverse Effect, or has entered into any transactions not in the ordinary course of business that are material to the Company and its subsidiaries taken as a whole and (E) there has not been any court material decrease in the capital stock or arbitrator any material increase in any short-term or governmental long-term indebtedness of the Company or regulatory authoritythe Subsidiaries, or any payment of or declaration to pay any dividends or any other distribution with respect to the Company, other than cash or stock dividends in the normal course of business consistent with past practice. For purposes of this Agreement, “Material Adverse Effect” means any fact, change, occurrence, event or circumstance that, individually or in the aggregatetogether with any other facts, with respect to this clause (F)changes, occurrences, events or circumstances, has or would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, business prospects, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated by this Agreement.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements included or incorporated by reference therein in the Registration Statement, the General Disclosure Package and the Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package Statement and the ProspectusProspectus or as would not be required to be disclosed in a report required to be filed pursuant to the Exchange Act or Exchange Act Regulations, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Prospectus (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, earnings, properties or prospects of the Operating Partnership Transaction Entities and its their respective subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Transaction Entities and the Subsidiaries, on any class of its the capital stock stock, membership interest or other equity interestsinterest, as applicable, (C) there has been no material change in the outstanding equity interests capital shares of stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisTransaction Entities or any of their respective Subsidiaries, (D) there has not been any material transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, into or any such material transaction that is probable of being entered into by the Operating Partnership or any of its subsidiariesTransaction Entities and their respective Subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package Statement and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership Transaction Entities and its subsidiariestheir respective Subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiariesTransaction Entities and their respective Subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package Statement and the Prospectus, and (F) none of the Operating Partnership Transaction Entities or any of its their subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authorityauthority that would, that, individually singly or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no material transaction entered into by the Company or any of its subsidiaries taken as a whole, entered into, or any such whole and there is no material transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions business, (v) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (E) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiariesawhole, except obligations incurred in the ordinary course of business and changes and transactions (vi) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference included therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Company, the Operating Partnership and its their respective subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Company, the Operating Partnership and their respective subsidiaries, on any class of its the capital stock stock, membership interest or other equity interestsinterest, as applicable, (C) there has been no material change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Company, the Operating Partnership on a consolidated basisor any of their respective subsidiaries, (D) there has not been any material transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, into or any such material transaction that is probable of being entered into by the Company, the Operating Partnership or any of its and their respective subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership Company and its subsidiaries, taken as a whole, incurred by the Company, the Operating Partnership or any of its and their respective subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Company, the Operating Partnership or nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the financial condition, results of operations, business, properties, management or business prospects of the Carvana Parties and their respective subsidiaries taken as a whole (in any such case, a “Material Adverse Effect”); (B) except as otherwise disclosed in the Registration Statement, the General Disclosure Package and Prospectus or any Permitted Free Writing Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the Prospectusdate of this Agreement), since the end neither of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, Carvana Parties nor any development of their respective subsidiaries has incurred any liability or event involving a prospective changeobligation or entered into any transaction or agreement that, individually or in or affecting the condition (financial or otherwise)aggregate, results of operations, business, properties or prospects of is material with respect to the Operating Partnership Carvana Parties and its their respective subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by neither the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or Carvana Parties nor any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its their respective subsidiaries has sustained any loss or interference with its business or operations from fire, explosion, flood flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or dispute court or any governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, thatwhich could reasonably be expected, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have result in a Material Adverse Effect.; and (C) there has not been any change in the capital stock (other than the issuance of shares of Class A Common Stock and Rights upon exercise of stock options issued under, and the grant of options and awards under, equity incentive plans described in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, or the issuance of Shares pursuant to this Agreement), or short-term debt or long-term debt (except for borrowings and the repayment of borrowings in the ordinary course of business) of the Carvana Parties or any of their respective subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Carvana Parties or any of their respective subsidiaries on any class of capital stock (other than regularly scheduled cash dividends in amounts that are consistent with past practice);

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that would reasonably be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any change in the capital stock or long-term debt or any material change in short-term debt of the Company or any of the Subsidiaries (except changes in the deposits, Federal Home Loan Bank advances, repurchase agreements and federal fund purchases of the Bank (as defined below), in each case in the ordinary course of the Bank’s business consistent with past practice), (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except Subsequent to the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package Prospectus and the ProspectusDisclosure Package, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken except as a whole, that is material and adversedescribed therein, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (Di) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, Material Adverse Effect; (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (Fii) none of the Operating Partnership Company, the Guarantors or any of its subsidiaries their respective Subsidiaries has sustained any loss or interference with its business assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or legislative or other governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), which would not reasonably be expected to have a Material Adverse Effect; and (iii) since the date of the latest balance sheet included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package, none of the Company, the Guarantors or their respective Subsidiaries has (A) issued any securities, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, except for the issuance of shares of common stock pursuant to the Company’s pledges to the University of Texas at Arlington, (B) entered into any transaction or incurred any material liability or obligation, direct or contingent, that were not in the ordinary course of business or (C) declared or paid any dividend or made any distribution on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock, other than with respect to the acquisition of shares of its common stock in connection with payment of taxes required in connection with the exercise of options for the purchase of common stock or the vesting of restricted stock; provided, however, that the foregoing clause (C) shall not apply to transactions solely between the Company and the Guarantors.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (Ai) there has been no material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken ; (iv) except as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, neither the Company nor any of its Subsidiaries and Consolidated Affiliated Entities has (EA) there has not been entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, which is (C) acquired or disposed of any business or any other material asset, or (D) agreed to take any of the Operating Partnership foregoing actions, that would, in the case of any of clauses (i) through (iv) above, have a Material Adverse Effect; and its subsidiaries, taken as a whole, incurred by (v) neither the Operating Partnership or Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business Subsidiaries and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Consolidated Affiliated Entities has sustained any loss or interference with its business from fire, explosion, flood flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, except for such loss or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), interference that would not reasonably be expected to have a Material Adverse Effect. A “Material Adverse Effect” means a material adverse effect on the condition (financial or otherwise), earnings, results of operations, business or prospects of the Company and its Subsidiaries and Consolidated Affiliated Entities, taken as a whole, or on the ability of the Company and its Subsidiaries and Consolidated Affiliated Entities to carry out their obligations under this Agreement and the Deposit Agreement.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end date of the period covered by Company’s most recent audited balance sheet included in the latest audited financial statements incorporated by reference therein Registration Statement, the General Disclosure Package or the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisCompany and its subsidiaries, (Div) there has not been any material transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, into or any such material transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, that (i) would, individually or in or affecting the condition (financial aggregate, result in a material adverse effect in the business, properties, condition, financial, regulatory or otherwise), results of operations, business, properties or in the earnings or prospects of the Operating Partnership Company and its subsidiaries, the Affiliated Entities (as defined below) taken as a whole, that is material whether or not arising in the ordinary course of business, (ii) prevent or materially interfere with consummation of the transactions contemplated hereby or (iii) prevent the Securities from being accepted for listing on the New York Stock Exchange (the “NYSE”) (the occurrence of any such effect or any such prevention or interference or any such result described in the foregoing clauses (i), (ii) and adverse(ii) being herein referred to as a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of the Affiliated Entities that would, singly or in the aggregate, result in a Material Adverse Effect (C) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicableshare capital, (CD) there has been no material adverse change in the outstanding equity interests share capital, non-current indebtedness, combined net current assets or shareholders’ equity, combined operating profit or the total debt or per-share amounts of (loss) profit for the period of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package Company and the ProspectusAffiliated Entities, and (E) there has not been any no obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a wholecontingent (including any off-balance sheet obligations), incurred by the Operating Partnership Company or any of its subsidiariesthe Affiliated Entities that would, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually singly or in the aggregate, with respect to this clause (F), would not reasonably be expected to have result in a Material Adverse EffectEffect to the Company or any of the Affiliated Entities.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement and the Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, whole that is material and adverseadverse (any such change is called a “Material Adverse Change”), (Bii) except as disclosed in or contemplated by the Registration Statement and the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the Registration Statement and the Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, (iv) except as disclosed in the Registration Statement and the Prospectus, there has been no transaction entered into by the Company or any of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, entered into, or any such whole and there is no transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries that is material to the Company and its subsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions business, (v) except as disclosed or described in the Registration Statement, the General Disclosure Package Statement and the Prospectus, (E) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions (vi) except as disclosed or described in the Registration Statement, the General Disclosure Package Statement and the Prospectus, and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the date of the most recent audited financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus, and except in each case as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (Di) there has not been any transaction material to change in the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, capital stock (other than transactions the issuance or reacquisition of shares of Common Stock in the ordinary course of business and changes and transactions disclosed or pursuant to Company Stock Plans that are described in the Registration Statement, the General Disclosure Package and the Final Prospectus) or awards thereunder, (E) there has not been any obligation, direct short-term debt or contingent, which is material to long-term debt of the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred subsidiaries (other than borrowings or repayments under the Credit Agreement in the ordinary course of business and changes and transactions disclosed consistent with past practice), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or any of its subsidiaries on any class of capital stock (other than dividends or distributions deemed to occur upon the exercise or exchange of awards under Company Stock Plans that are described in the Registration Statement, the General Disclosure Package and the Final Prospectus, or which represent a portion of the exercise or exchange price thereof, or made in lieu of withholding taxes in connection with any such exercise or exchange), (ii) there has not been any material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the business, properties, management, condition (financial or otherwise), stockholders’ equity, results of operations or prospects of the Company and its subsidiaries, taken as a whole, (iii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company or incurred any liability or obligation, direct or contingent, that is material to the Company, and (Fiv) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that would reasonably be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any material change in the capital stock, of the Company or any of its Subsidiaries, or (1) any change in the short-term debt or long-term debt of the Company or any of the Subsidiaries, other than advances from the Federal Home Loan Bank of New York or borrowings from the Federal Reserve, or (2) any change in other indebtedness, other than routine changes in deposits, regular short-term draws on available lines of credit, and other changes that the Company considers to be insignificant in type or immaterial in amount, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood flood, epidemic or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described included in the Registration Statement, the General Disclosure Package and the Prospectus, (Ei) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”); (ii) there has been no dividend, interest on shareholders’ equity or distribution of any obligationkind declared, direct paid or contingent, made by the Company on any class of its shares; (iii) neither the Company nor any of its subsidiaries has entered into any transaction which is material to the Operating Partnership Company and its subsidiaries, taken as a whole, or incurred by any obligation or liability, direct or contingent, that is material to the Operating Partnership or any of Company and its subsidiaries, except obligations incurred taken as a whole; (iv) there has been no material change in the ordinary course share capital, shareholders’ equity, short-term indebtedness, long-term indebtedness, net current assets or net assets of business the Company and changes and transactions disclosed or described in the Registration Statementits subsidiaries, the General Disclosure Package and the Prospectus, taken as a whole; and (Fv) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority. Neither the Company nor any of the subsidiaries has either sent or threatened to send, thatnor received or, to the knowledge of the Company, is threatened to receive, any notification regarding the termination or non-renewal of any of the contracts described in the Registration Statement, the General Disclosure Package and the Prospectus, except where such termination or non-renewal would not, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the ProspectusPackage, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock stock, other than: (a) repurchases of Common Stock issued to or other equity interestsheld by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase as applicabledescribed in the General Disclosure Package and the Final Prospectus or (b) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right as described in the General Disclosure Package and the Final Prospectus, (Ciii) except as disclosed in or contemplated by the General Disclosure Package, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisCompany and its subsidiaries, (Div) there has not been any material transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, into or any such material transaction that is probable of being entered into by the Operating Partnership or any of its subsidiariesCompany, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (Ev) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, Company taken as a whole, incurred by the Operating Partnership or any of its subsidiariesCompany, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, and (Fvi) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or of arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the end of the period covered by the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus and other than as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein : (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, whole that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicableshares, (Ciii) there has been no material adverse change in the outstanding equity interests or total debt share capital of the Operating Partnership on Company or any of its subsidiaries (other than as a consolidated basisresult of (A) the exercise, if any, of share options or the award, if any, of share options in the ordinary course of business pursuant to the Company’s equity plans that are described in the General Disclosure Package and the Final Prospectus) or (B) the issuance, if any, of shares upon conversion of exchangeable or convertible securities as described in the General Disclosure Package and the Final Prospectus), short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (Div) there has not been any no material transaction entered into and there is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, whole incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any material labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Time of Sale Information and the Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Time of Sale Information and the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the Time of Sale Information and the Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries. (iv) except as disclosed in the Time of Sale Information and the Prospectus, there has been no material transaction entered into by the Company or any of its subsidiaries taken as a whole, entered into, or any such whole and there is no material transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions business, (v) except as disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, (E) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions (vi) except as disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Information and the Prospectus, and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no material adverse change, nor or any development or event involving that could reasonably be expected to result in a prospective material adverse change, in or affecting the condition (financial or otherwiseother), results of operations, business, properties properties, management or business prospects of the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, whether or not arising in the ordinary course of business, nor any material adverse change, or any development that is could reasonably be expected to result in a material and adverseadverse change, in the condition (financial or other), results of operations, business, properties, management or business prospects of Alagasco such that the Company has the right to terminate its obligations to acquire Alagasco under the applicable acquisition agreement or to decline to consummate the acquisition of Alagasco as a result of such material adverse change (any such change or development described in this clause (A), a “Material Adverse Effect”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company or any of its subsidiaries with respect to the Company and its subsidiaries taken as a whole, nor, to the Company’s knowledge, Alagasco with respect to itself, has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material, and neither the Company or any of its subsidiaries nor, to the Company’s knowledge, Alagasco has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and (C) except for regular quarterly cash dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectstock.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (Ai) there has not been no any change in the capital stock (“Capital Stock”) or long-term debt of the Company, the Operating Partnership or any of the Subsidiaries, or any material adverse change, nor or any development or event involving a prospective material adverse change, in or affecting the condition (business, properties, management, financial or otherwise)position, results of operations, business, properties operations or prospects of the Company, the Operating Partnership and its subsidiariesthe Subsidiaries taken as a whole (a “Material Adverse Effect”); (ii) neither the Company, the Operating Partnership nor any of the Subsidiaries has entered into any transaction or agreement that is material to the Company, the Operating Partnership and the Subsidiaries, taken as a wholewhole other than the issuance of Common Stock pursuant to the exercise or vesting of any Awards (as defined herein) outstanding on the date hereof and issued pursuant to the Equity Plans (as defined herein), there have been no changes in the authorized or outstanding Capital Stock of the Company, the Operating Partnership and the Subsidiaries, taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company, the Operating Partnership and adversethe Subsidiaries taken as a whole; (iii) except for regular quarterly or monthly dividends on the Common Stock, (B) there has been no dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or the Operating Partnership on any class of its capital Common Stock, preferred stock or other equity interestsCapital Stock; and (iv) neither the Company, as applicablethe Operating Partnership, (C) there has been no material change in the outstanding equity interests or total debt nor any of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or except in each case as otherwise disclosed in each of the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse EffectRegistration Statement and the Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and except as described in the Time of Sale Prospectus and the Prospectus, (Ai) there has been no not occurred any material adverse change, nor or any development or event involving a prospective material adverse change, in or affecting the condition (condition, financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, that is material and adverse, (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicableshare capital, (Ciii) there has been no material adverse change in the outstanding equity interests share capital, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, entered into, or any such transaction that is probable of being entered into by (iv) neither the Operating Partnership or Company nor any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed Subsidiaries or described in the Registration Statement, the General Disclosure Package and the ProspectusAffiliated Entities has (1) entered into or assumed any material transaction or agreement, (E2) there has not been incurred, assumed or acquired any material liability or obligation, direct or contingent, which is material (3) acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (4) agreed to take any of the Operating Partnership foregoing actions that would, in the case of any of clauses (i) through (iv) above, would have a Material Adverse Effect and its subsidiaries, taken as a whole, incurred by that are not otherwise described in the Operating Partnership or Time of Sale Prospectus; and (v) neither the Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed Subsidiaries or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or decree. [Except as disclosed in the aggregateTime of Sale Prospectus, there was no decrease in the net revenues or gross profit of the Company and its Subsidiaries and Affiliated Entities, taken as a whole, during the two months ended August 31, 2018, as compared with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe corresponding period in the preceding year.]

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (Ai) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariessubsidiaries and Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, and no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, share capital; (iii) except as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (E) there has not been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its subsidiaries; (iv) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its subsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, which that is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions not disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (3) acquired or disposed of or agreed to acquire or dispose of any business or any other asset; or (4) agreed to take any of the foregoing actions, that would, in the case of any of clauses (1) through (3) above, have a Material Adverse Effect and that are not otherwise described in the Time of Sale Prospectus; and (Fv) none of neither the Operating Partnership or Company nor any of its subsidiaries Subsidiaries or Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, there has been no material transaction entered into by the Company or any of its subsidiaries taken as a whole, entered into, or any such whole and there is no material transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions business, (v) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (E) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions (vi) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), management, results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interestsstock, as applicableexcept for regular quarterly dividends on the Company’s common stock, par value $0.01 per share, and 7.50% Series E Cumulative Redeemable Preferred Stock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed Neither the Company nor any of its subsidiaries listed on Schedule 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”), other than Park Title Agency, LLC (each a “Subsidiary” and collectively, the “Subsidiaries”) has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor Prospectus any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, the General Disclosure Package or the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as set forth or contemplated in the each of the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has not been any change in the capital stock or long-term debt of the Company or any of the Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, business prospects, financial position, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to this clause the Company and the Subsidiaries, taken as a whole, and (F)C) there has been no dividend or distribution of any kind declared, would not reasonably be expected to have a Material Adverse Effectpaid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that would reasonably be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company or any of the Subsidiaries other than advances from the Federal Home Loan Bank, borrowings from the Federal Reserve Board (as defined below) and borrowings under repurchase agreements described in the Registration Statement and the Prospectus, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock, other than pursuant to publicly announced stock repurchase authorizations, and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock (other than regular cash dividends on the Company’s common stock and preferred stock), or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (Ai) there has been no changematerial adverse effect, nor or any development or event involving that would reasonably be expected to result in a prospective changematerial adverse effect, in or affecting (A) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (A) and (B), a “Material Adverse Effect”), (ii) there has not been any change in the capital stock or long-term debt or any material changes in short-term debt of the Company or any of the Subsidiaries (except changes in the deposits, Federal Home Loan Bank advances, repurchase agreements and federal fund purchases of the Bank (as defined below), in each case in the ordinary course of the Bank’s business consistent with past practice), (iii) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (iv) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, and (Cv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that could be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any change in the capital stock (other than the issuance of equity awards under equity incentive plans described in the Registration Statement, Pricing Disclosure Package and the Prospectus), short-term debt or long-term debt of the Company or any of the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, other than those entered into in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. [Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, ,] since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (Ai) there has been no material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital, indebtedness or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by Subsidiaries and Consolidated Affiliated Entities; (iv) neither the Operating Partnership or Company nor any of its subsidiaries, other than transactions in the ordinary course of business Subsidiaries and changes and transactions disclosed Consolidated Affiliated Entities has (A) entered into or described in the Registration Statement, the General Disclosure Package and the Prospectusassumed any material transaction or agreement, (EB) there has not been incurred, assumed or acquired any material liability or obligation, direct or contingent, which is (C) acquired or disposed of or agreed to acquire or dispose of any business or any other material asset, or (D) agreed to take any of the Operating Partnership foregoing actions; and its subsidiaries, taken as a whole, incurred by (v) neither the Operating Partnership or Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business Subsidiaries and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Consolidated Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (Ai) there has been no material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the condition (financial or otherwise), earnings, results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital or total debt long-term indebtedness of the Operating Partnership on a consolidated basisCompany or in the Company’s relationships with NetEase; (iv) neither the Company nor any of its Subsidiaries and Affiliated Entities has (A) entered into or assumed any material transaction or agreement, (B) incurred, assumed or acquired any material liability or obligation, direct or contingent, (C) acquired or disposed of or agreed to acquire or dispose of any material business or any other asset, or (D) there has not been agreed to take any transaction of the foregoing actions, that would, in any of clauses (A) through (D) above, be material to the Operating Partnership Company and its subsidiaries, taken as a whole, entered into, or any such transaction Subsidiaries and that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or are not otherwise described in the Registration Statement, the General Disclosure Package Pricing Prospectus and the Prospectus, ; and (Ev) there has not been any obligation, direct or contingent, which is material to neither the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business Subsidiaries and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Affiliated Entities has sustained any material loss or material interference with its business from fire, explosion, flood flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, or contemplated by the General Disclosure Package and the ProspectusPackage, since the end of the period covered by the latest audited financial statements included or incorporated by reference therein in the General Disclosure Package (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company, any Guarantor and its their respective subsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company, or any Guarantor on any class of its capital stock or other equity interests, as applicablestock, (Ciii) there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisCompany, any Guarantor or any of their respective subsidiaries, (Div) there has not been any no material transaction entered into and there is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company, any Guarantor or any of its subsidiaries, their respective subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and its subsidiariesCompany, any Guarantor or any of their respective subsidiaries taken as a whole, incurred by the Operating Partnership Company, any Guarantor or any of its their respective subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration StatementCompany, the General Disclosure Package and the Prospectusany Guarantor, and (F) none of the Operating Partnership or nor any of its their respective subsidiaries has sustained any material loss or interference with its business from events of force majeure, including, but not limited to, fire, explosion, flood flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or except in each case as otherwise disclosed in each of the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse EffectGeneral Disclosure Package and the Offering Memorandum.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration StatementOffering Memorandum, the General Disclosure Package and the Prospectusexcept as otherwise stated therein, since the end of the period covered by the latest audited financial statements incorporated by reference therein (Aa) there has been no changematerial adverse change in the condition, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results or in the earnings, assets, business affairs or business prospects of operationsthe Company, businessany subsidiary of the Company, properties or prospects the Operating Partnership, any subsidiary of the Operating Partnership (other than any Property Partnership (as defined below)) (the Company, the Operating Partnership and its subsidiariessuch subsidiaries being sometimes hereinafter collectively referred to as the "Simon Entities" and individually as a "Simon Entity"), or of any entity which owns any Portfolio (as such term is defined in the Offering Memorandum) property or any direct interest in any Portfolio property (the "Property Partnerships") whether or not arising in the ordinary course of business, which, taken as a whole, that is would be material to the Company, the Operating Partnership and adversethe other Simon Entities taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as "Material;" and such a material adverse change, a "Material Adverse Effect"), (Bb) no casualty loss or condemnation or other adverse event with respect to the Portfolio properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Simon Entities or the Property Partnerships, other than those in the ordinary course of business, which would be Material, (d) except for distributions in amounts per unit that are consistent with past practices, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity respective general, limited and/or preferred partnership interests, as applicable, and (Ce) there has been no material change in the outstanding equity interests or total debt capital stock of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, corporate Simon Entities or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none partnership interests of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insuranceProperty Partnership, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or increase in the aggregateindebtedness of the Simon Entities, with respect to this clause (F), the Property Partnerships or the Portfolio properties which would not reasonably be expected to have a Material Adverse EffectMaterial.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package Statement and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that could be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) on the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any change in the capital stock (other than (x) the grant of additional options under the Company’s existing stock option plans or (y) changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof), short-term debt or long-term debt of the Company or any of the Subsidiaries, (C) there have been no transactions entered into by, no obligations or liabilities, contingent or otherwise, incurred by, and no change, circumstance or state of facts with respect to, the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or (other equity interests, as applicable, than quarterly dividends paid to holders of Common Stock consistent with past practice) and (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree decree, other than, in each of any court clauses (B), (C), (D) or arbitrator or governmental or regulatory authority(E), that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectordinary course of business or as otherwise set forth or contemplated in the Registration Statement and the Prospectus.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Prospectus, the Disclosure Package and the Registration Statement, the General Disclosure Package and the Prospectusexcept as otherwise stated therein, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, neither the Company nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained incurred any loss material losses or interference with its business from fire, explosion, flood flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor disturbance or dispute or any court or governmental action, order or decree of decree, (B) there has been no material adverse change, or any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not development which could reasonably be expected to have a material adverse change, (i) in the condition, financial or otherwise, or in the earnings, properties, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement, the Deposit Agreement and the Securities (each of (i) and (ii), a “Material Adverse Effect”), (C) neither the Company nor any of its subsidiaries has entered any transaction, other than in the ordinary course of business, that is material to the Company and its subsidiaries, considered as one enterprise, (D) there has not been any material change in the capital stock of the Company or any of its Significant Subsidiaries (as defined below) (other than issuances or other transfers of capital stock in the ordinary course of business pursuant to the Company’s employee benefit plans, the Company’s dividend reinvestment plan and employee stock purchase plan or repurchases of common stock by the Company pursuant to a share repurchase program disclosed in the Prospectus) or any material increase in the long term indebtedness of the Company or its Significant Subsidiaries, and (E) the Company has not declared, paid or made any dividend or distribution of any kind on any class of its capital stock (each of clauses (A), (B), (C), (D) and (E), a “Material Adverse Change”).

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the General Disclosure Package and the Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in None of the Registration StatementYieldCo Parties, 8point3 Operating Company, LLC, a Delaware limited liability company (“OpCo”) and the other direct and indirect subsidiaries of the Partnership (the “Subsidiaries” and collectively with the YieldCo Parties and OpCo, the General Disclosure Package and the Prospectus“YieldCo Entities”) has sustained, since the end date of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change included in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basisPricing Disclosure Package, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, other than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregate, with respect to this clause (F), Pricing Disclosure Package and the Prospectus and other than as would not reasonably be expected to have a Material Adverse EffectEffect (as defined below) or materially interfere with or delay the consummation of this Agreement. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there has not been (A) any change in the partnership or limited liability company interests, as applicable, of any of the YieldCo Entities, (B) any change in the long-term debt of any of the YieldCo Entities, (C) any material adverse change, or any development involving a prospective material adverse change in or affecting the condition (financial or otherwise), management, earnings, business or properties of the YieldCo Entities taken as a whole, whether or not arising from transactions in the ordinary course of business, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (D) any dividend or distribution of any kind declared, paid or made by any YieldCo Entity, in each case other than as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that would reasonably be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) except as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and ordinary course changes in deposits, regular short-term draws on available lines of credit, or other changes that the Company considers to be insignificant in type or immaterial in amount, there has not been any material change in the capital stock of the Company or any of its Subsidiaries, or any change in the short-term or long-term debt of the Company or any of the Subsidiaries other than advances from the Federal Home Loan Bank (“FHLB”) or borrowings from the Federal Reserve, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock, other than pursuant to publicly announced share repurchase plans, and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock stock, or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood flood, outbreak of epidemic illness or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) no event or events have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined below), (B) the Company and its subsidiaries have conducted their respective businesses in all material respects in the ordinary course, consistent with prior practice, and there has have been no changetransactions entered into by the Company or any of its subsidiaries or, nor to the knowledge of the Company, Xxxxxxxx or any development or event involving a prospective changeof its subsidiaries, other than those in or affecting the condition ordinary course of business and the transactions contemplated by the Agreement and Plan of Reorganization, dated as of July 24, 2019, by and between the Company and Xxxxxxxx, and joined in by Xxxx Partners, Ltd. as the sole shareholder of Xxxxxxxx (financial or otherwisethe “Merger Agreement”), results of operations, business, properties or prospects which are material with respect to each of the Operating Partnership Company and its subsidiaries or Xxxxxxxx and its subsidiaries, taken each considered as a whole, that is material and adverseseparate consolidated enterprise, (BC) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interestsand, as applicableto the Company’s knowledge, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to dividend or distribution of any kind declared, paid or made by Xxxxxxxx on any class of its capital stock, (D) neither the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or Company nor any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there subsidiaries has not been incurred any obligationliabilities, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or including without limitation any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss losses or interference with its business from fire, explosion, flood flood, earthquake, accident or other calamity, whether or not covered by insurance, or from any strike, labor disturbance or dispute or any court or governmental action, order or decree decree, that would have a Material Adverse Effect, or has entered into any transactions not in the ordinary course of business that are material to the Company and its subsidiaries taken as a whole and (E) there has not been any court material decrease in the capital stock or arbitrator any material increase in any short-term or governmental long-term indebtedness of the Company or regulatory authorityits subsidiaries. For purposes of this Agreement, “Material Adverse Effect” means any fact, change, occurrence, event or circumstance that, individually or in the aggregatetogether with any other facts, with respect to this clause (F)changes, occurrences, events or circumstances, has or would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, business prospects, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated by this Agreement. As used in this paragraph, references to the Registration Statement, the General Disclosure Package and the Prospectus exclude any amendments or supplements thereto subsequent to the date of this Agreement.

No Material Adverse Change in Business. Except as disclosed Neither the Company nor any of its subsidiaries listed on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “Form 10-K”) (each a “Subsidiary” and collectively, the “Subsidiaries”) has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor Prospectus any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and its subsidiaries, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, the General Disclosure Package or the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as set forth or contemplated in the each of the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has not been any change in the capital stock or long-term debt of the Company or any of the Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, prospects, financial position, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of the Subsidiaries, other than those in the ordinary course of business, which are material with respect to this clause the Company and the Subsidiaries, taken as a whole, and (F)C) there has been no dividend or distribution of any kind declared, would not reasonably be expected to have a Material Adverse Effectpaid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (Ai) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there has been no change, material adverse change nor any development or event involving a prospective change, material adverse change in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by Subsidiaries and Affiliated Entities; and (iv) neither the Operating Partnership or Company nor any of its subsidiariesSubsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, other than transactions in the ordinary course of business and changes and transactions (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (E3) there has not been acquired or disposed of or agreed to acquire or dispose of any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership business or any other asset, or (4) agreed to take any of its subsidiariesthe foregoing actions that would, except obligations incurred in the ordinary course case of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fireclauses (1) through (4) above, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse EffectEffect and that are not otherwise described in the Time of Sale Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (Ai) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there has been no change, material adverse change nor any development or event involving a prospective change, material adverse change in or affecting the condition (financial or otherwise), shareholders’ equity, results of operations, business, management, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, entered into, or any such transaction that is probable of being entered into by ; (iv) neither the Operating Partnership or Company nor any of its subsidiariesSubsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, other than transactions in the ordinary course of business and changes and transactions (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (E3) there has acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (4) agreed to take any of the foregoing actions that would, in the case of any of clauses (1) through (4) above, have a Material Adverse Effect and that are not been any obligation, direct or contingent, which is material to otherwise described in the Operating Partnership Time of Sale Prospectus and its subsidiaries, taken as a whole, incurred by the Operating Partnership or Prospectus; and (v) neither the Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business Subsidiaries and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood flood, typhoon or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) no event or events have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined below), (B) the Company and its subsidiaries have conducted their respective businesses in all material respects in the ordinary course and consistent with prior practice, and there has have been no changetransactions entered into by the Company or any of its subsidiaries, nor any development or event involving a prospective changeother than transactions in the ordinary course of business and the transactions contemplated by the Agreement and Plan of Reorganization, in or affecting dated as of November 28, 2017, by and between the condition Company and Integrity Bancshares, Inc. (financial or otherwisethe “Integrity”), results of operations, business, properties or prospects which are material with respect to each of the Operating Partnership Company and its subsidiaries or Integrity and its subsidiaries, taken each considered as a whole, that is material and adverseseparate consolidated enterprise, (BC) except for publicly disclosed regular dividends paid on the Common Stock in amounts per share that are consistent with past practice, (1) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicableand, (C2) there has been no material change in to the outstanding equity interests or total debt of the Operating Partnership on a consolidated basisCompany’s knowledge, (D) there has not been any transaction material to the Operating Partnership and its subsidiariesdividend or distribution of any kind declared, taken as a whole, entered into, paid or made by Integrity on any such transaction that is probable of being entered into by the Operating Partnership or any class of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectuscapital stock, (ED) there has not been any obligation, direct or contingent, which is material to neither the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained issued any loss capital stock or securities convertible into or exchangeable for capital stock, except for securities issued to the Company or pursuant to the Company’s existing shareholder-approved equity incentive plans and publicly disclosed regular dividends described in clause (C) above, (E) neither the Company nor any of its subsidiaries has incurred any liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) including, without limitation, any losses or interference with its business from fire, explosion, flood flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor disturbance or dispute or any court or governmental action, order or decree that are not fully reflected or reserved against in the financial statements described in Section 1(a)(iv), except for liabilities or obligations that have arisen since such date in the ordinary and usual course of any court or arbitrator or governmental or regulatory authority, business and consistent with past practice and that, individually or in the aggregate, with respect to this clause (F), have not had and would not reasonably be expected to have a Material Adverse Effect, and (F) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries, or any payment of or declaration to pay any dividends or any other distribution with respect to the Company, other than publicly disclosed regular dividends described in clause (C) above. For purposes of this Agreement, “Material Adverse Effect” means any fact, change, occurrence, event or circumstance that, individually or together with any other facts, changes, occurrences, events or circumstances, has or would reasonably be expected to have a material adverse effect on the business, business prospects, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated by this Agreement. As used in this paragraph, references to the Registration Statement, the General Disclosure Package and the Prospectus exclude any amendments or supplements thereto subsequent to the date of this Agreement.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that could be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any change in the capital stock, short-term debt or long-term debt of the Company or any of the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock, except for dividends on shares of the Company’s common stock as described in the Registration Statement in amounts per share that are consistent with past practice or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (Ai) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there has been no change, material adverse change nor any development or event involving a prospective change, material adverse change in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, entered into, or any such transaction that is probable of being entered into by ; (iv) neither the Operating Partnership or Company nor any of its subsidiariesSubsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, other than transactions in the ordinary course of business and changes and transactions (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (E3) there has acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (4) agreed to take any of the foregoing actions that would, in the case of any of clauses (1) through (4) above, have a Material Adverse Effect and that are not been any obligation, direct or contingent, which is material to otherwise described in the Operating Partnership Time of Sale Prospectus; and its subsidiaries, taken as a whole, incurred by (v) neither the Operating Partnership or Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business Subsidiaries and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that would reasonably be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any material change in the capital stock of the Company or any of its Subsidiaries or any change in the short-term debt or long-term debt of the Company or any of the Subsidiaries other than advances from the Federal Home Loan Bank of Dallas (the “FHLB”) or borrowings from the Federal Reserve, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock, other than pursuant to publicly announced stock repurchase plans, and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein (A) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership and Partnership, its subsidiaries, and the Possible Future Guarantors, taken as a whole, that is material and adverse, (B) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership or the Possible Future Guarantors on any class of its their capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basisbasis or that of the Possible Future Guarantors, (D) there has not been any transaction material to the Possible Future Guarantors, the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, or by the Possible Future Guarantors, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Possible Future Guarantors, the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, or the Possible Future Guarantors, respectively, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries nor the Possible Future Guarantors has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, or properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, that is material and adverse, (Bii) there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company or any of its subsidiaries, (iv) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) transaction entered into and there has not been any transaction is no material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiaries, subsidiaries other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectusbusiness, (Ev) there has not been any no obligation, direct or contingent, which that is material to the Operating Partnership and Company or any of its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership Company or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in (vi) neither the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except Since the respective dates as disclosed of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that would reasonably be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, properties, prospects, management, financial position, shareholders’ equity, assets, liabilities or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any material change in the capital stock, of the Company or any of its Subsidiaries, or (1) any change in the short-term debt or long-term debt of the Company or any of the Subsidiaries, other than advances from the Federal Home Loan Bank of New York or borrowings from the Federal Reserve, or (2) any change in other indebtedness, other than routine changes in deposits, regular short-term draws on available lines of credit, and other changes that the Company considers to be insignificant in type or immaterial in amount, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood flood, outbreak of epidemic illness or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the General Disclosure Package and the Final Prospectus (Ai) there has been no change, nor any development or event involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiaries, taken as a whole, whole that is material and adverse, (Bii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicablestock, (Ciii) except as disclosed in or contemplated by the General Disclosure Package and the Final Prospectus, there has been no material adverse change in the outstanding equity interests capital stock, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basisCompany and its subsidiaries (iv) except as disclosed in the General Disclosure Package and the Final Prospectus, (D) there has not been no material transaction entered into by the Company or any transaction material to the Operating Partnership and of its subsidiaries, subsidiaries taken as a whole, entered into, or any such whole and there is no material transaction that is probable of being entered into by the Operating Partnership Company or any of its subsidiariessubsidiaries taken as a whole, other than transactions in the ordinary course of business and changes and transactions business, (v) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, (E) there has not been any no obligation, direct or contingent, which incurred by the Company or any of its subsidiaries that is material to the Operating Partnership Company and its subsidiaries, subsidiaries taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions (vi) except as disclosed or described in the Registration Statement, the General Disclosure Package and the Final Prospectus, and (F) none of neither the Operating Partnership or Company nor any of its subsidiaries has sustained any material loss or material interference with its business any of their respective businesses from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effect.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, since Since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (Ai) except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there has been no change, material adverse change nor any development or event involving a prospective change, change in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by Subsidiaries and Affiliated Entities; (iv) neither the Operating Partnership or Company nor any of its subsidiariesSubsidiaries and Affiliated Entities has (1) entered into or assumed any material transaction or agreement, other than transactions in the ordinary course of business and changes and transactions (2) incurred, assumed or acquired any material liability or obligation, direct or contingent, that is not disclosed or described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, (E3) there has acquired or disposed of or agreed to acquire or dispose of any business or any other asset, or (4) agreed to take any of the foregoing actions that would, in the case of any of clauses (1) through (4) above, have a Material Adverse Effect and that are not been any obligation, direct or contingent, which is material to otherwise described in the Operating Partnership Time of Sale Prospectus; and its subsidiaries, taken as a whole, incurred by (v) neither the Operating Partnership or Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business Subsidiaries and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except as disclosed otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein except as otherwise stated therein, (A) there has been no changematerial adverse effect, nor or any development or event involving that could be expected to result in a prospective changematerial adverse effect, in or affecting (i) on the general affairs, condition (financial or otherwise), business, financial position or results of operations, business, properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries considered as one enterprise, taken as whether or not arising in the ordinary course of business or (ii) in the ability of the Company to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (each of (i) and (ii) a whole, that is material and adverse“Material Adverse Effect”), (B) there has not been any change in the capital stock, short-term debt or long-term debt of the Company or any of the Subsidiaries, (C) there have been no transactions entered into by, and no obligations or liabilities, contingent or otherwise, incurred by the Company or any of the Subsidiaries, whether or not in the ordinary course of business, which are material to the Company and the Subsidiaries, considered as one enterprise, (D) the Company has not purchased any of its outstanding capital stock and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, (CE) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by the Operating Partnership or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court decree, in each case, otherwise than as set forth or arbitrator or governmental or regulatory authority, that, individually or contemplated in the aggregateRegistration Statement, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectthe Pricing Disclosure Package and the Prospectus.

No Material Adverse Change in Business. Except as disclosed in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein included in the Registration Statement, the Time of Sale Prospectus and the Prospectus (Ai) there has been no material adverse change, nor any development or event involving a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, business or properties or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries and Consolidated Affiliated Entities, taken as a whole, that is material and adverse, ; (Bii) there has been no purchase of its own outstanding share capital by the Company, no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company on any class of its capital stock or other equity interests, as applicable, share capital; (Ciii) there has been no material adverse change in the outstanding equity interests share capital, short-term indebtedness, long-term indebtedness, net current assets or total debt net assets of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership Company and its subsidiaries, taken as a whole, entered into, or any such transaction that is probable of being entered into by Subsidiaries and Consolidated Affiliated Entities; (iv) neither the Operating Partnership or Company nor any of its subsidiaries, other than transactions in the ordinary course of business Subsidiaries and changes and transactions disclosed Consolidated Affiliated Entities has (A) entered into or described in the Registration Statement, the General Disclosure Package and the Prospectusassumed any material transaction or agreement, (EB) there has not been incurred, assumed or acquired any material liability or obligation, direct or contingent, which is (C) acquired or disposed of or agreed to acquire or dispose of any business or any other material asset, or (D) agreed to take any of the Operating Partnership foregoing actions that would, in the case of (A) through (D), have a Material Adverse Effect; and its subsidiaries, taken as a whole, incurred by (v) neither the Operating Partnership or Company nor any of its subsidiaries, except obligations incurred in the ordinary course of business Subsidiaries and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries Consolidated Affiliated Entities has sustained any material loss or interference with its business from fire, explosion, flood flood, typhoon, or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any court or governmental action, order or decree of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectdecree.

No Material Adverse Change in Business. Except Subsequent to the respective dates as disclosed of which information is given in the Registration Statement and the Prospectus and except as set forth in the Registration Statement, the General Disclosure Package and or the Prospectus, since the end of the period covered by the latest audited financial statements incorporated by reference therein : (Ai) there has been no material adverse change, nor or any development or event involving that could reasonably be expected to result in a prospective material adverse change, in or affecting the condition (financial or otherwise), earnings, results of operations, business, properties properties, operations, assets, liabilities or prospects of the Operating Partnership Company and its subsidiariesSubsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”); (ii) neither the Company nor Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the 1933 Act) (each, a “Subsidiary” and collectively, the “Subsidiaries”) has (A) incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that is material are material, individually or in the aggregate, to the Company and adverseits Subsidiaries, considered as one entity, (B) entered into any material transactions not in the ordinary course of business or (C) issued or granted any shares of the Company or the Company’s securities convertible into or exchangeable or exercisable for or that represent the right to receive shares of the Company other than under the Share Plans; and (iii) there has not been any material decrease in the share capital or any material increase in any short-term or long-term indebtedness of the Company or any of its Subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Operating Partnership Company or, except for dividends paid to the Company or another Subsidiary, by any Subsidiary on any class of its capital stock or other equity interests, as applicable, (C) there has been no material change in the outstanding equity interests or total debt of the Operating Partnership on a consolidated basis, (D) there has not been any transaction material to the Operating Partnership and its subsidiaries, taken as a whole, entered intoshares, or any such transaction that is probable of being entered into repurchase or redemption by the Operating Partnership Company or any of its subsidiaries, other than transactions in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, (E) there has not been any obligation, direct or contingent, which is material to the Operating Partnership and its subsidiaries, taken as a whole, incurred by the Operating Partnership or any of its subsidiaries, except obligations incurred in the ordinary course of business and changes and transactions disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus, and (F) none of the Operating Partnership or any of its subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree Subsidiaries of any court or arbitrator or governmental or regulatory authority, that, individually or in the aggregate, with respect to this clause (F), would not reasonably be expected to have a Material Adverse Effectclass of shares.