Common use of Internalization of the Manager Clause in Contracts

Internalization of the Manager. (a) No later than 180 days prior to the end of the Initial Term, the Manager shall provide the Company with an offer for an Internalization Transaction with the Operating Company on such terms and conditions included in a written offer provided by the Manager. The offer price will be based on the following financial framework: the lesser of the two amounts determined pursuant to the Internalization Formulas. Upon receipt of the Manager’s initial Internalization Transaction offer, a special committee consisting solely of the Company’s independent directors may accept the Manager’s proposal or submit a counter offer to the Manager. If the Company and the Manager agree upon an Internalization Price pursuant to this Section 17(a), the Company shall seek satisfaction of the conditions set forth in Section 17(c).

Internalization of the Manager. (a) No later than 180 days prior to the end of the Initial Term, the Manager shall provide the Company with an offer for an Internalization Transaction with the Operating Company Partnership on such terms and conditions included in a written offer provided by the Manager. The offer price will be based on the following financial framework: the lesser of the two amounts determined pursuant to the Internalization Formulas. Upon receipt of the Manager’s initial Internalization Transaction offer, a special committee consisting solely of the Company’s independent directors may accept the Manager’s proposal or submit a counter offer to the Manager. If the Company and the Manager agree upon an Internalization Price pursuant to this Section 17(a), the Company shall seek satisfaction of the conditions set forth in Section 17(c).