Common use of Waiver of Rights Under Participating Entity Agreements Clause in Contracts

Waiver of Rights Under Participating Entity Agreements. (a) As of the Closing, Contributor waives and relinquishes all rights and benefits otherwise afforded to Contributor under the Participating Entity Agreements including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements and any right to consent to or approve of the sale or contribution by the other partners or members of the Participating Entity of their interests therein to the Operating Partnership. Contributor acknowledges that the agreements contained herein and the transactions contemplated hereby and any actions taken in contemplation of the transactions contemplated hereby may conflict with, and may not have been contemplated by, certain Participating Entity Agreements or other agreements among one or more holders of such Participating Entity Interests or one or more of the partners of any such Participating Entity. With respect to each Participating Entity and each Property in which a Participating Entity Interest of Contributor represents a direct or indirect interest, Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers necessary or desirable to (i) facilitate any Conveyance Action relating to such Participating Entity or Property, (ii) cause the Participating Entity to have authority to transfer the Participating Entity Interests or Properties to the Operating Partnership and (iii) allow Contributor to receive OP Units directly from the Participating Entity if the Participating Entity transfers assets or interests directly to the Operating Partnership (rather than Contributor’s contributing the Participating Entity Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Participating Entity or its subsidiaries on account of Contributor receiving any amount hereunder from such Participating Entity or its subsidiaries making such direct transfer in accordance with Section 1.3. In addition, if the Closing occurs, this Agreement shall be deemed to be an amendment to any Participating Entity Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like.

Waiver of Rights Under Participating Entity Agreements. (a) As of the Closing, Contributor waives and relinquishes all rights and benefits otherwise afforded to Contributor under the Participating Entity Agreements including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements and any right to consent to or approve of the sale or contribution by the other partners or members of the Participating Entity of their interests therein to the Operating Partnership. Contributor acknowledges that the agreements contained herein and the transactions contemplated hereby and any actions taken in contemplation of the transactions contemplated hereby may conflict with, and may not have been contemplated by, certain Participating Entity Agreements or other agreements among one or more holders of such Participating Entity Interests or one or more of the partners of any such Participating Entity. With respect to each Participating Entity and each Property in which a Participating Entity Interest of Contributor represents a direct or indirect interest, Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers necessary or desirable to (i) facilitate any Conveyance Action relating to such Participating Entity or Property, (ii) cause the Participating Entity to have authority to transfer the Participating Entity Interests or Properties to the Operating Partnership and (iii) allow Contributor to receive OP Units directly from the Participating Entity if the Participating Entity transfers assets or interests directly to the Operating Partnership (rather than Contributor’s 's contributing the Participating Entity Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Participating Entity or its subsidiaries on account of Contributor receiving any amount hereunder from such Participating Entity or its subsidiaries making such direct transfer in accordance with Section 1.3; provided that the Operating Partnership shall hold Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of Section 1.9 and this Section 5.4) for any additional adverse tax consequences to Contributor or additional costs or liabilities incurred by Contributor, in each case solely as a result of any Conveyance Action and in excess of those contemplated herein (including Exhibit G) that would have resulted were the transactions consummated pursuant to the contributions contemplated by Section 1.1. In addition, if the Closing occurs, this Agreement shall be deemed to be an amendment to any Participating Entity Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like.

Waiver of Rights Under Participating Entity Agreements. (a) As of the Closing, each Contributor waives and relinquishes all rights and benefits otherwise afforded to such Contributor under the Participating Entity Agreements of any Participating Entity for which such Contributor owned an interest prior to the Closing, including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements and any right to consent to or approve of the sale or contribution by the other partners members or members stockholders of the such Participating Entity of their interests therein to the Operating PartnershipCompany. Each Contributor acknowledges that the agreements contained herein and the transactions contemplated hereby and any actions taken in contemplation of the transactions contemplated hereby may conflict with, and may not have been contemplated by, certain Participating Entity Agreements of any Participating Entity for which such Contributor owned an interest prior to the Closing, or other agreements among one or more holders of Participating Entity Interests in such Participating Entity Interests or one or more of the partners of any such Participating Entity. With respect to each Participating Entity and each Property in which a Participating Entity Interest of a Contributor represents a direct or indirect interest, each Contributor expressly gives all Consents (as defined in Section 5.4(c)) (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers (as defined in Section 5.4(d)) necessary or desirable to (i) facilitate any Conveyance Action (as defined in Section 5.4(b)) relating to such Participating Entity or Property, (ii) cause the Participating Entity to have authority to transfer the Participating Entity Interests or Properties to the Operating Partnership and (iii) allow Contributor to receive OP Units directly from the Participating Entity if the Participating Entity transfers assets or interests directly to the Operating Partnership (rather than Contributor’s contributing the Participating Entity Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Participating Entity or its subsidiaries on account of Contributor receiving any amount hereunder from such Participating Entity or its subsidiaries making such direct transfer in accordance with Section 1.3. In addition, if the Closing occurs, this Agreement shall be deemed to be an amendment to any Participating Entity Agreement to the extent the terms herein conflict with the terms thereof, including including, without limitation, terms with respect to allocations, distributions and the like; provided, that in the event the Closing does not occur, nothing in this Agreement shall be deemed to or construed as an amendment or modification of, or commitment of any kind to amend or modify, any Participating Entity Agreement, which shall remain in full force and effect.

Waiver of Rights Under Participating Entity Agreements. (a) As of the Closing, Contributor waives and relinquishes all rights and benefits otherwise afforded to Contributor under the Participating Entity Agreements including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements and any right to consent to or approve of the sale or contribution by the other partners or members of the Participating Entity of their interests therein to the Operating PartnershipCompany. Contributor acknowledges that the agreements contained herein and the transactions contemplated hereby and any actions taken in contemplation of the transactions contemplated hereby may conflict with, and may not have been contemplated by, certain Participating Entity Agreements or other agreements among one or more holders of such Participating Entity Interests or one or more of the partners of any such Participating Entity. With respect to each Participating Entity and each Property in which a Participating Entity Interest of Contributor represents a direct or indirect interest, Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers necessary or desirable to (i) facilitate any Conveyance Action relating to such Participating Entity or Property, (ii) cause the Participating Entity to have authority to transfer the Participating Entity Interests or Properties to the Operating Partnership Company and (iii) allow Contributor to receive OP Units shares of Company Common Stock directly from the Participating Entity if the Participating Entity transfers assets or interests directly to the Operating Partnership Company (rather than Contributor’s contributing the Participating Entity Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership Company hereunder as a result of such direct transfer by the Participating Entity or its subsidiaries on account of Contributor receiving any amount hereunder from such Participating Entity or its subsidiaries making such direct transfer in accordance with Section 1.3. In addition, if the Closing occurs, this Agreement shall be deemed to be an amendment to any Participating Entity Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like.

Waiver of Rights Under Participating Entity Agreements. (a) As of the Closing, Contributor waives and relinquishes all rights and benefits otherwise afforded to Contributor under the Participating Entity Agreements including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements and any right to consent to or approve of the sale or contribution by the other partners or members of the Participating Entity of their interests therein to the Operating Partnership. Contributor acknowledges that the agreements contained herein and the transactions contemplated hereby and any actions taken in contemplation of the transactions contemplated hereby may conflict with, and may not have been contemplated by, certain Participating Entity Agreements or other agreements among one or more holders of such Participating Entity Interests or one or more of the partners of any such Participating Entity. With respect to each Participating Entity and each Property in which a Participating Entity Interest of Contributor represents a direct or indirect interest, Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers necessary or desirable to (i) facilitate any Conveyance Action relating to such Participating Entity or Property, (ii) cause the Participating Entity to have authority to transfer the Participating Entity Interests or Properties to the Operating Partnership and (iii) allow Contributor to receive OP Units directly from the Participating Entity if the Participating Entity transfers assets or interests directly to the Operating Partnership (rather than Contributor’s 's contributing the Participating Entity Interests hereunder) and to reduce the consideration otherwise payable by ); provided that the Operating Partnership hereunder shall hold Contributor harmless (by an agreement in form and substance reasonably acceptable to Contributor and consistent with the terms of this Section 5.4) for any additional adverse tax consequences to Contributor or additional costs or liabilities incurred by Contributor, in each case solely as a result of such direct transfer any Conveyance Action and in excess of those contemplated herein (including Exhibit G) that would have resulted were the transactions consummated pursuant to the contributions contemplated by the Participating Entity or its subsidiaries on account of Contributor receiving any amount hereunder from such Participating Entity or its subsidiaries making such direct transfer in accordance with Section 1.31.1. In addition, if the Closing occurs, this Agreement shall be deemed to be an amendment to any Participating Entity Agreement to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like.