Wafra Representative definition
Examples of Wafra Representative in a sentence
This Agreement shall not be assigned by CCOC or Colony Capital without the prior written consent of the Wafra Representative, and any purported assignment or other transfer without such consent shall be void and unenforceable.
This Agreement may not be amended, altered or modified except by written instrument executed by the Wafra Representative and the Digital Colony Representative.
The Wafra Representative shall consult with the Company and its Subsidiaries in good faith regarding, and provide the Company and its Subsidiaries a reasonable opportunity to review and comment upon, the form of any disclosure regarding the Digital Colony Companies, the Digital Colony Funds, the Portfolio Companies or any stakeholders thereof in connection with or following an Wafra IPO.
The Wafra Representative and the Wafra Participation Entity shall have the right to exercise any of their rights hereunder individually and in part and with respect to themselves only or with respect to themselves, to the extent (i) permitted by an agreement among such Parties and (ii) the Party or Parties exercising such rights hereunder would otherwise have the right to exercise such rights but for this Section 17(n) (Assignment).
The Wafra Representative and its Representatives will have the right to inspect and copy the books and records of the Digital Colony Companies and each Digital Colony Fund (and other documents reasonably related thereto) during normal business hours and shall be provided with all information and access to the extent reasonably necessary for the Wafra Representative and its Representatives to confirm compliance with the obligations contained in this Agreement and the Ancillary Agreements.
The Wafra Representative and CCOC shall have the right to review (in advance to the extent practicable) any filing made with, or written materials submitted to, any Governmental Authority in connection with the Post-Closing Restructuring that contains any Confidential Information pertaining to the other Party or its Affiliates or identifies the other Party or its Affiliates therein.
CCOC shall not, without the prior written consent of the Wafra Representative, waive or amend, and CCOC at all times shall enforce, the terms of all restrictive covenants that bind any Managing Director or Successor.
In the case of any investment by a Digital Colony Fund that the GP determines in its reasonable discretion is at the time of such investment (or, as part of such acquisition transaction, will become) a United States real property holding corporation (“USRPHC”) within the meaning of Section 897(c) of the Code, the GP agrees that it shall notify the Wafra Representative of such USRPHC status.
During the Dispute Period, the Wafra Representative shall have the right to review, access and, request information with respect to the determination of Proposed Run-Rate EBITDA, and CCOC shall provide and shall cause DCMH to provide reasonable access (upon reasonable advance notice and during normal business hours) to such employees, books, records, financial statements, and independent auditors to the extent reasonably related to the Wafra Representative’s review of the Run-Rate EBITDA Statement.
Notwithstanding anything contained herein to the contrary, no consent right provided to the Wafra Representative herein shall be deemed to provide the Wafra Representative with any right to “control” the GP, any Digital Colony Fund, any general partner thereof or any present or future Portfolio Companies, as the term “control” may be defined in applicable rules and regulations of the Federal Communications Commission.