Waiver of Rights Under Partnership Agreements; Consents With Respect to Partnership Interests. (a) As of the Closing, each Contributor waives and relinquishes all rights and benefits otherwise afforded to such Contributor under any Partnership Agreement 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 each Partnership of their Partnership Interests to the Operating Partnership, the Company or any direct or indirect subsidiary thereof or any sale of such Partnership Interests to Robert F. Maguire III (or his designee). Each Contributor acknowledgxx xxxx xxx xxxxxments 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 Partnership Agreements or other agreements among one or more holders of such Partnership Interests or one or more of the partners of any such Partnership. With respect to each Partnership and each Property in which a Partnership Interest of such Contributor represents a direct or indirect interest, each 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 Partnership or Property, (ii) cause the Partnership to have authority to transfer the Partnership Interests or Properties to the Operating Partnership, and (iii) allow Contributors to receive Partnership Units directly from the Partnership if the Partnership or one or more of the Partnership's subsidiaries transfers assets or interests directly to the Operating Partnership (rather than the Contributors contributing their Partnership Interests hereunder) and to reduce the consideration otherwise payable by the Operating Partnership hereunder as a result of such direct transfer by the Partnership or its subsidiaries on account of Contributors receiving any amount hereunder from such Partnership or its subsidiaries making such direct transfer; provided that the Operating Partnership shall hold each 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 such Contributor or additional costs or liabilities incurred by such Contributor, in each case solely as a result...
