LIMITATIONS AND OTHER MATTERS Sample Clauses

LIMITATIONS AND OTHER MATTERS. 2.1 In no event shall the Ownership Limit Waiver permit any Individual’s Beneficial Ownership or Constructive Ownership of Shares to exceed, at any time, the Aggregate Share Ownership Limit of Section 5.7(i) of the Charter as determined without regard to any provisions of this Agreement, unless and to the extent such Individual is an Excepted Holder. For the purpose of this Agreement, “Individual” has the meaning provided in Section 542(a)(2) of the Code, as modified by Section 856(h)(3) of the Code.

LIMITATIONS AND OTHER MATTERS. 2.1 The exemption set forth in Section 1 above (the “Ownership Limit Waiver”) shall not be effective if and to the extent that, as a result of Vornado’s ownership of Equity Stock of the Company permitted by reason of the Ownership Limit Waiver, (A) the Company would be considered to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) an interest described in Section 856(d)(2)(B) of the Code in a “Vornado Related Tenant” (as defined in Section 2.4 herein), or (B) any “individual” (within the meaning of Section 542(a)(2) of the Code) would be considered to “own” (within the meaning of Section 856(h) of the Code) any of the shares of Equity Stock of the Company covered by the Ownership Limit Waiver, of more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held” under the REIT rules). In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the preceding sentence, the Equity Stock of the Company that otherwise would be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration. 2.2 For the Ownership Limit Waiver to be effective, Vornado Realty L.P. must execute a counterpart signature page to this Agreement and complete and make the representations and covenants set forth in the Certificate of Representations and Covenants, the form of which is attached hereto as Exhibit A (the “Certificate”), and must deliver such Certificate to the Company. Except as otherwise determined by the Board of Trustees of the Company, the Ownership Limit Waiver shall cease to be effective upon any breach of the representations or covenants set forth herein or in the Certificate. In addition, if the Ownership Limit Waiver ceases to be effective as a result of the operation of the preceding sentence, the shares of Equity Stock of the Company that would otherwise be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

LIMITATIONS AND OTHER MATTERS. The exemption set forth in Section 1 above (the “Ownership Limit Waiver”) shall not be effective if and to the extent that, as a result of Apollo’s ownership of Equity Stock of the Company permitted by reason of the Ownership Limit Waiver, (A) the Company would be considered to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) an interest described in Section 856(d)(2)(B) of the Code in an “Apollo Related Tenant” (as defined in Section 2.4 herein), or (B) any “individual” (within the meaning of Section 542(a)(2) of the Code) ) would be considered to “own” (within the meaning of Section 856(h) of the Code) any of the shares of Equity Stock of the Company covered by the Ownership Limit Waiver, of more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held” under the REIT rules). In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the preceding sentence, the Equity Stock of the Company that otherwise would be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration.

LIMITATIONS AND OTHER MATTERS. 2.1. The Ownership Limit Waiver shall not be effective if and to the extent that, as a result of Xxxxx & Steers’ ownership of Equity Stock of the Company permitted by reason of the Ownership Limit Waiver: (A) any of Xxxxx & Steers or any Xxxxx & Steers Investor, individually, would be considered to own (actually or Constructively, applying the provisions of Section 856(d)(5) of the Code) more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company, but, in the case of Constructive Ownership, only if the Company would (or could reasonably be expected to) recognize, as a result thereof, more than a de minimis amount of rental income that is disqualified for purposes of the REIT rules by reason of Section 856(d)(2)(B) of the Code as determined by the Company in its discretion, or (B) any of Xxxxx & Steers or any Xxxxx & Steers Investor, individually, would be considered to own (within the meaning of Section 856(h) of the Code) more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held” under the REIT rules), or (C) any “individual” (within the meaning of Section 542(a)(2) of the Code) would be considered to own (within the meaning of Section 856(h) of the Code) more than 9.8% (by number of shares or value, whichever is more restrictive) of the total outstanding shares of Equity Stock of the Company (whether or not such ownership causes the Company to be “closely held” under the REIT rules). For the avoidance of doubt, any determination made pursuant to this Section 2.1 must include the portion of any shares of Equity Stock of the Company deemed to be owned by Xxxxx & Steers or any Xxxxx & Steers Investor as a result of the ownership of any equity securities (or securities convertible into equity securities) of any other ownership limit waiver holders, including the entities listed in Exhibit A to this Agreement. In addition, if the Ownership Limit Waiver is not effective as a result of the operation of any clause(s) of the first sentence of this Section 2.1, the Equity Stock of the Company that otherwise would be Excess Stock shall be deemed to have been transferred to the Company in accordance with subparagraph (b)(1) of Article IX of the Declaration. 2.2. For the Ownership Limit Waiver to be effective, Xxxxx & Steers hereby represe...

LIMITATIONS AND OTHER MATTERS. (a) Except in the case of Actual Fraud or Knowing Misrepresentation: (i) (A) the aggregate liability of the Securityholders under Section 11.01(a), other than in cases of breaches of or inaccuracies in any of the Fundamental Representations, shall not exceed the sum of (1) the amount then held in the Indemnity Escrow Account, plus (2) with respect to an Interim Breach Claim only, the amount then held in the Interim Breach Escrow Account, and (B) the aggregate liability of the Purchaser under Section 11.02(a), other than in the case of breaches of or inaccuracies in any of the Fundamental Purchaser Representations, shall not exceed the General Rep Deductible/Cap Amount; and (ii) (A) the aggregate liability of the Securityholders under Section 11.01(a) (in cases of breaches of or inaccuracies in any of the Fundamental Representations) and the remainder of Section 11.01 shall not exceed the aggregate net proceeds actually received by the Securityholders under this Agreement (including any amounts held in the Escrow Accounts), and the liability of any individual Securityholder under Section 11.01 shall not exceed the portion of such net proceeds that such Securityholder actually receives (including such Securityholder’s share of any amounts held in the Escrow Accounts), and (B) the aggregate liability of the Purchaser under Section 11.02(a) (in cases of breaches of or inaccuracies in any of the Fundamental Purchaser Representations) and Section 11.02(b) shall not exceed the aggregate net proceeds actually received by the Securityholders under this Agreement (including any amounts held in the Escrow Accounts). (b) With respect to claims for Damages arising under Section 11.01(a) or Section 11.02(a), the Indemnitor shall not be liable for any such Damages until the aggregate amount of all such Damages exceeds an amount equal to the General Rep Deductible/Cap Amount (at which point the Indemnitor shall become liable for such excess); provided that the limitation set forth in this sentence shall not apply to (i) claims based on Actual Fraud or Knowing Misrepresentation or (ii) breaches of or inaccuracies in any of the Fundamental Representations or the Fundamental Purchaser Representations, as applicable. (c) The Purchaser shall not attempt to collect any Damages directly from any Securityholder unless there are insufficient unclaimed funds remaining in the Indemnity Escrow Account and the Interim Breach Escrow Account (which funds remaining in the Interim Breach ...

LIMITATIONS AND OTHER MATTERS. 2.1 The exemption set forth in Section 1 above (the "Ownership Limit Waiver") shall not be effective if and to the extent that, as a result of any Person's ownership of Preferred Shares and/or Common Shares permitted by reason of the Ownership Limit Waiver any individual (within the meaning of Section 542(a)(2) of the Code, determined taking into account Section 856(h)(3)(A) of the Code) would be considered to have Beneficial Ownership of the Company's stock that violates the Ownership Limit (determined without regard to any waiver otherwise granted pursuant to Section 1 hereof), as increased by the Board pursuant to Section 12.9

LIMITATIONS AND OTHER MATTERS