Common use of Call Right Clause in Contracts

Call Right. (a) Subject to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”"CALL RIGHT") to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof.

Call Right. (a) Subject to Section 8.6(c) below, and subject to 9.5.1 In the modification event of any rights or obligations provided for herein by agreement(s) between the a General Partner and any one Liquidity Event or more Limited Partners with respect immediately prior to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in questiona General Partner Liquidity Event, the General Partner shall have the right (the “Call Right”) to purchase (i) all of the Partnership Common Units held by a Common Limited Partner and (ii) all of the LTIP Units held by an LTIP Unit Limited Partner (each of clause (i) and clause (ii), a “Called Unit”), at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, beginning on or after the Exchange Date, elect to purchase such Partnership Called Units by paying to the Limited Partner in question the REIT Shares Amount in lieu of the Cash Amount, provided further that for purposes of this Section 9.5, (i) the determination of the Economic Capital Account Balances and the Cash Amount of any LTIP Units that are Called Units shall also take into account any allocations that occur in connection with the General Partner Liquidity Event or that would occur in connection with the General Partner Liquidity Event if the assets of the Partnership were sold at a value determined by the General Partner in good faith using the value attributed to the General Partner’s General Partner Units in the context of the General Partner Liquidity Event and (ii) the REIT Shares Amount paid for Called Units that are LTIP Units shall not exceed a number of REIT Shares with a value equal to the Cash Amount of such LTIP Units. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) delivered by the General Partner to any such the Limited Partner. The General Partner may not exercise the Call Right for less than all of the entire interest of a Limited Partner in the PartnershipCalled Units. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.69.5. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.69.5. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Called Units, as applicable. The Call Right may be assigned to any acquiring company pursuant to a General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3Liquidity Event.

Call Right. (a) Subject to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”"CALL RIGHT") to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner Company and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner Company shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner Company (or any of its Affiliates) may, in its the Company’s sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner Company to any such Limited Partner. The General Partner Company may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner Company pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner Company with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner Company directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner Company shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner Company (or its Affiliate) and any one or more Limited Partners with respect to the Partnership Interests and allocable Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner Company (including its Affiliates) shall have the right (the “Call Right”) to purchase the Partnership Interest and all of the allocable Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner Company (or any of its Affiliates) may, in its the Company’s sole and absolute discretion, elect to purchase such Partnership Interest and allocable Partnership Units by paying or causing the Company to pay to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner Company to any such Limited Partner. The General Partner Company may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner Company pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner Company with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner Company or the Company, as applicable, directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner Company shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof.

Call Right. (a) Subject to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the ““ Call RightRight ”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.3.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the potential modification of any rights or obligations provided for herein by agreement(s) between the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “"Call Right”") to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided, however, -------- ------- that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner to any such Limited Partner. The General Partner may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof.

Call Right. (a) Subject to Section 8.6(c8.06(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between the General Partner Company and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after the expiration of the Holding Period for the Partnership Units in question, the General Partner Company shall have the right (the “Call Right”) to purchase all of the a Limited Partner’s Partnership Units held by a Limited Partner that have been outstanding since January 1, 2007 (the “Call Right Units”) at a price equal to the Cash Amount; provided, however, that the General Partner Company (or any of its Affiliates) may, in its the Company’s sole and absolute discretion, elect to purchase such Partnership Call Right Units by paying to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice (the “Call Notice”) Notice delivered by the General Partner Company to any such Limited Partner. The General Partner Company may not exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.68.06. An assignee of a Limited Partner shall be bound by and subject to the Call Right of the General Partner Company pursuant to this Section 8.68.06. In connection with any exercise of such Call Right by the General Partner Company with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall be paid by the General Partner Company directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership Call Right Units. The General Partner Company shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating Event unless and until the Partners shall continue the business of the Partnership under Section 7.37.03 hereof.