Common use of Liability for Transfer Taxes Clause in Contracts

Liability for Transfer Taxes. The Contributor agrees to indemnify the Operating Partnership and the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Consideration or interests therein within two years after the IPO Closing Date; provided that the Consideration shall be the Operating Partnership’s and the Company’s sole recourse with respect to such indemnification obligation. In order to secure such indemnification obligation, the Contributor hereby grants security interests in (i) 50% of the Unit Consideration to the Operating Partnership and hereby irrevocably appoints the Operating Partnership, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Operating Partnership and (ii) 50% of the Share Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company.