Company Limitations. This Agreement is executed by the Company with respect to each of the Funds and the obligations hereunder are not binding upon any of the Directors, officers or shareholders of the Company individually but are binding only upon the Fund to which such obligations pertain and the assets and property of such Fund. All obligations of the Company under this Agreement shall apply only on a Fund-by-Fund basis, and the assets of one Fund shall not be liable for the obligations of another Fund. The Fund’s Articles of Incorporation is on file with the State of Maryland.
Company Limitations. COMPANY will not take legal action or threaten legal action in any specific case without AGENCY'S prior approval.
Company Limitations. (i) The Company hereby agrees that, until the earlier to occur of the Extra Underwriting End Date and the Initial Liquidity Date, it will not (i) sell any shares of Common Stock other than (A) pursuant to the Merger, (B) to the Carell Holders, to the extent the issuance of such shares of Common Stock is required by Section 5.14 of the Merger Agreement, (C) pursuant to mergers, acquisitions and purchases involving the Company and/or its Affiliates whereby the Company issues shares of Common Stock which are not registered under the Securities Act and which either (1) have an aggregate value of no more than $10 million (where the value of a share of Common Stock issued pursuant to a given transaction is determined based on the closing price per share of Common Stock on the trading day immediately preceding the date on which such transaction occurred), or (2) are not transferable by the holders thereof for at least two years from the respective dates of issuance, or (D) upon exercise of options or conversion of other securities outstanding as of the date of this Agreement, or options or other securities issued to employees, officers and directors after the date of this Agreement in the ordinary course of business consistent with past practice, with or without registration under the Securities Act, without first providing for the sale of Registrable Securities as contemplated by Section 3(a)(ii), (ii) permit any Underwritten Offering, not for the account of the Company, involving the sale of shares of Common Stock other than the Initial Underwriting, the Extra Underwriting, the TIPS Registration Statement and any Underwritten Offering required by the Xxxxxx Registration Rights, (iii) grant to any Holder, or any Person included within the Carell Holders, registration rights not provided for in this Agreement as of the date hereof, or waive any conditions herein with respect to any Holder, or any Person included within the Carell Holders, without waiving such conditions with respect to all other Holders, (iv) otherwise facilitate a sale by any Person with the Holders of shares of Common Stock, (v) grant registration rights to any Person which would permit such Person to participate in the Initial Underwriting, the Shelf or the Extra Underwriting, or to have such Person's shares of Common Stock registered for resale, prior to the Initial Liquidity Date, or (vi) grant to any Person registration rights that contemplate Underwritten Offerings which preclude the exerc...
Company Limitations. Upon the exercise of a Redemption Right (as such term is defined in the partnership agreement of the Operating Partnership in effect as of the date hereof) by any of the Contributors in connection with the OP Units granted under this Agreement, the Company agrees that it will be prohibited from issuing REIT Shares (as such term is defined in the partnership agreement of the Operating Partnership in effect as of the date hereof) to such Contributors, until the stockholders of the Company have approved the issuance of REIT Shares to the Contributors. The Company agrees that it will also be prohibited from permitting any of the Contributors to exercise a Redemption Right in connection with the OP Units granted under this Agreement before such time as the OP Units granted under this Agreement have been outstanding for one year.
Company Limitations. Subject to Section 8.6(e), the Company Indemnified Parties shall not be entitled to indemnification with respect to any claim for indemnification made pursuant to Section 8.3(b)(i) (i) unless and until the Losses associated with all claims for indemnification made pursuant to Section 8.3(b)(i) incurred by the Company Indemnified Parties aggregate at least the Threshold Amount, after which point Purchaser shall be required to provide indemnification with respect to all indemnifiable Losses with respect to any claim for indemnification made pursuant to Section 8.3(b)(i) that are in excess of the Threshold Amount or (ii) in an aggregate amount in excess of the Indemnification Cap; provided that, the foregoing limitations shall not apply to the failure of Parent, Purchaser and Merger Sub to pay the Merger Consideration.
