Common use of Acquiror Clause in Contracts

Acquiror. (i) shall, and shall cause each of its Subsidiaries to, conduct its operations according to their ordinary and usual course of business in substantially the same manner as heretofore conducted; (ii) shall use its reasonable best efforts, and cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its business organizations and goodwill in all material respects, keep available the services of its officers and employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (iii) shall not propose or adopt any amendments to its Articles of Association or by-laws; (iv) shall not issue any shares of their capital stock, except upon exercise of rights or options issued pursuant to existing employee incentive or benefit plans, programs or arrangements and non-employee director plans (including, without limitation, shares issued in connection with stock grants or awards or the exercise of rights or options granted in the ordinary course of business consistent with past practice pursuant to such plans, programs or arrangements) or effect any stock split or otherwise change its capitalization as it existed on January 18, 1999 (except as contemplated herein); (v) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock; (vi) shall not, and shall not permit any of its Significant Subsidiaries to, grant, confer or award (A) any options, warrants, conversion rights or other rights, not existing on the date hereof, to acquire any shares of its capital stock or (B) any other awards under the Acquiror Stock Option -21- 26 Plans in each case under (A) and (B) for or at exercise or strike prices less than the fair market value of the Acquiror Common Shares; (vii) shall not, and shall not permit any of its Subsidiaries to, purchase or redeem any shares of its stock; (viii) shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in Article V hereof untrue or incorrect; (ix) shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), or, other than in the ordinary course of business, any acquisition of any assets or securities, any disposition of any amount of assets or securities or any release or relinquishment of any contract rights to the extent such action would materially delay the Merger or the transactions contemplated therein.

Acquiror. Acquiror shall deliver or cause to be delivered to Contributor at or before the Second Closing or Option Closing, as the case may be, each of the following items, where applicable, with respect to the Additional Properties: (1) if by deed transfer, the Assignment of Leases, the Assignment of Service Contracts, and, if contributed by assignment of XXX Lease Agreement, the Assignment of XXX Lease Agreements, (2) the Assignment of Management Contracts and (3) if by assignment of partnership interests, the Partnership Interest Assignments; (b) the OP Unit Recipient Agreement and such other documents as may be required under the Partnership Agreement in connection with the admission of each OP Unit Recipient as an additional limited partner of the Acquiror; (c) the Service Contracts Notices; (d) a certificate of the REIT duly executed by an authorized officer of the REIT in such capacity, on the REIT's behalf and in its capacity as general partner of Acquiror, as the case may be, certifying that annexed thereto (i) shallis a true and correct copy of (x) the Partnership Agreement and any and all amendments thereto, and shall cause each (y) the certificate of its Subsidiaries tolimited partnership of the Acquiror and all amendments thereto, conduct its operations according to their ordinary if any, as filed in the State of Delaware; and usual course of business in substantially the same manner as heretofore conductedhave not been otherwise modified or amended, and are in full force and effect; (ii) shall use its reasonable best effortsare duly adopted resolutions authorizing the consummation of the transactions contemplated by this Agreement; and (iii) is a true and correct copy of the REIT's Certificate of Incorporation and by-laws and all amendments thereto and that the same have not been otherwise modified or amended, and cause are in full force and effect; (e) a certificate of Acquiror, certifying that each OP Unit Recipient has been admitted as a limited partner of its Subsidiaries Acquiror, effective on the Second Closing Date or Option Closing Date, as the case may be, and that Acquiror's books and records will, as of the Second Closing or the Option Closing, as the case may be, indicate that each OP Unit Recipient is the holder of the number of OP Units designated in Exhibit G; (f) a certificate, dated the Second Closing Date or Option Closing Date, as the case may be, and signed by the President or any Vice President of the REIT, certifying to use its reasonable best efforts, to preserve intact its business organizations Contributor that the representations and goodwill warranties of Acquiror and the REIT contained in this Agreement are true and correct in all material respectsrespects as of the Second Closing Date or Option Closing Date, keep available as the services of its officers and employees as case may be; (g) a group, subject receipt for security deposits transferred to changes Acquiror substantially in the ordinary courseform of Exhibit M attached hereto; (h) a duly executed and acknowledged (i) TP-584, and maintain satisfactory relationships with suppliers(ii) any transfer tax returns required by local law, distributors, customers and others having business relationships with them; (iii) shall not propose or adopt any amendments to its Articles of Association or by-laws; RP-5217, and (iv) shall not issue any shares other documents required to record the Deeds or Assignment of their capital stock, except upon exercise XXX Lease Agreements; (i) a good standing certificate dated the most recent practicable date for each of rights or options issued pursuant to existing employee incentive or benefit plans, programs or arrangements the REIT and non-employee director plans (including, without limitation, shares issued in connection with stock grants or awards Acquiror or the exercise Permitted Designee which takes title to Additional Properties or an assignment of rights or options granted Partnership Interests with respect thereto; (j) an incumbency certificate of the REIT, in the ordinary course of business consistent with past practice pursuant form and substance reasonably satisfactory to such plans, programs or arrangementsAcquiror and Contributor; (k) or effect any stock split or otherwise change its capitalization as it existed on January 18, 1999 (except as contemplated herein); (v) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stockthe Option Closing, the agreement described in Section 4D(i)(s) above; and (vil) shall not, and shall not permit any of its Significant Subsidiaries to, grant, confer all other necessary or award (A) any options, warrants, conversion rights or other rights, not existing on appropriate documents reasonably required by Contributor in order to consummate the date hereof, to acquire any shares of its capital stock or (B) any other awards under the Acquiror Stock Option -21- 26 Plans in each case under (A) and (B) for or at exercise or strike prices less than the fair market value of the Acquiror Common Shares; (vii) shall not, and shall not permit any of its Subsidiaries to, purchase or redeem any shares of its stock; (viii) shall not, and shall not permit any of its Subsidiaries to, agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in Article V hereof untrue or incorrect; (ix) shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), or, other than in the ordinary course of business, any acquisition of any assets or securities, any disposition of any amount of assets or securities or any release or relinquishment of any contract rights to the extent such action would materially delay the Merger or the transactions transaction contemplated thereinhereby.