Common use of Lock Out Clause in Contracts

Lock Out. (a) Except as expressly permitted by this Section 2, neither the Partnership, Parent LP nor any entity in which the Partnership or Parent LP holds a direct or indirect interest shall, directly or indirectly, sell, transfer or otherwise actually or constructively dispose of or permit the actual or deemed disposition (in each case, a “Disposition”) (i) of any of the Tier 1 Protected Assets, or any direct or indirect interest therein, prior to the 20th anniversary of the Effective Date (the “Tier 1 Protection Period”), (ii) of any of the Tier 2 Protected Assets, or any direct or indirect interest therein, prior to the 10th anniversary of the Effective Date (the “Tier 2 Protection Period”) or (iii) of any of the Protected Contributed Partnership Interests, or any direct or indirect interest therein, during the Tier 1 Protection Period. Notwithstanding the foregoing, the Partnership or Parent LP (or other entity referred to in the preceding sentence) shall have the right, during the Applicable Protection Period: (i) to consummate any Disposition of all or any portion of any Protected Asset in a transaction with respect to which no income or gain would be required to be recognized by any Protected Party under the Code and any applicable state or local tax law (a “Tax-Deferred Exchange”), [(ii) to consummate any Disposition of the Rochester Interests pursuant to an exercise of the Participating Election Right or the Partnership Call Right](1) or (iii) except with respect to the Partnership’s direct or indirect interests in Tysons Corner Center and Tysons Corner Office Building, to consummate any Disposition pursuant to the exercise, by a Person other than the Partnership or its Affiliates and in the absence of any action by the Partnership or its Affiliates giving rise to such Person’s right to exercise, of their rights under any buy-sell agreement, call option or similar contractual arrangement to which such assets are subject as of the Effective Date, provided that the General Partner uses good faith efforts to structure any such Disposition as a tax-free like-kind exchange under Code Section 1031 or (iv) to convert any Preferred Units (that have become Contributed Partnership Interests) into Common Units pursuant to the 2005 Amended and Restated Partnership Agreement. In situations where the Partnership or Parent LP engages in a wholly or partially Tax-Deferred Exchange involving a Protected Asset, the property (or as applicable, the portion thereof) received on a tax-deferred basis in exchange for such Protected Asset shall be treated as a Tier 1 (1) Bracketed language to be deleted if this Agreement is entered into after the Participating Election Right and the Partnership Call Right have expired. Protected Asset, a Tier 2 Protected Asset or a Protected Contributed Partnership Interest, as applicable, for all purposes under this Agreement. (b) If the Partnership or Parent LP contributes or otherwise transfers any Protected Asset directly or indirectly to any partnership or other entity in which the Partnership or Parent LP holds or will hold a direct or indirect interest, then as a condition to such contribution or transfer the Partnership or Parent LP shall require that the transferee grant the Partnership or Parent LP, as applicable, rights with respect to such Protected Asset substantially similar to those contained in Sections 2 to 5 and Section 7 hereof.

Lock Out. (a) Except as expressly permitted by this Section 2herein, neither the Partnership, Parent LP Partnership nor any entity in which the Partnership or Parent LP holds a direct or indirect interest shall, directly or indirectly, sell, transfer or otherwise actually or constructively dispose of or permit the actual or deemed disposition (in each case, a “Disposition”) (i) of any of the Tier 1 Protected Assets, Assets or any direct or indirect interest therein, therein (a “Disposition”) prior to the 20th 15th anniversary of the Effective Closing Date (the period from the Closing Date through such anniversary, the “Tier 1 Protection Period”), (ii) of any of the Tier 2 Protected Assets, or any direct or indirect interest therein, prior to the 10th anniversary of the Effective Date (the “Tier 2 Protection Period”) or (iii) of any of the Protected Contributed Partnership Interests, or any direct or indirect interest therein, during the Tier 1 Protection Period. Notwithstanding the foregoing, the Partnership or Parent LP (or other entity referred to in the preceding sentence) shall have the right, during the Applicable Protection Period: (i) to consummate any a Disposition of all or any portion of any Protected Asset in one or more transactions that are taxable in whole or in part if, but only if, prior to or concurrently with the closing of that Disposition, the Partnership delivers to each Protected Party (as defined below) that recognizes gain under Sections 704(c) or 737 of the Code, or analogous provisions of state or local tax law, in connection with such Disposition, cash (any such payment, a “Make Whole Payment”) in an amount equal to the Make Whole Amount in respect thereof; or (ii) to consummate any Disposition of all or any part of the Protected Assets in a transaction with respect to which no income or gain would be required to be recognized by any the Protected Party under Parties pursuant to an applicable provision of the Code and any applicable state or local tax law (a “Tax-Deferred Exchange”), [(ii) . The payment of a Make Whole Payment to consummate any Disposition a Protected Party shall not be treated as a distribution on the Units held by such party and shall not affect the calculation of the Rochester Interests pursuant to an exercise distributions otherwise payable in respect of the Participating Election Right or the Partnership Call Right](1) or (iii) except with respect to the Partnership’s direct or indirect interests in Tysons Corner Center and Tysons Corner Office Building, to consummate any Disposition pursuant to the exercise, by a Person other than the Partnership or its Affiliates and in the absence of any action by the Partnership or its Affiliates giving rise to such Person’s right to exercise, of their rights under any buy-sell agreement, call option or similar contractual arrangement to which such assets are subject as of the Effective Date, provided that the General Partner uses good faith efforts to structure any such Disposition as a tax-free like-kind exchange under Code Section 1031 or (iv) to convert any Preferred Units (that have become Contributed Partnership Interests) into Common Units pursuant to the 2005 Amended and Restated Partnership AgreementUnits. In situations where the Partnership or Parent LP engages in a wholly or partially Tax-Deferred Exchange involving a Protected Asset, the property (or as applicable, the portion thereof) received on a tax-deferred basis in such exchange for such Protected Asset shall be treated as a Tier 1 (1) Bracketed language to be deleted if this Agreement is entered into after the Participating Election Right and the Partnership Call Right have expired. Protected Asset, a Tier 2 Protected Asset or a Protected Contributed Partnership Interest, as applicable, for all purposes under this Agreement. (b) If the Partnership or Parent LP contributes or otherwise transfers any Protected Asset directly or indirectly to any partnership or other entity in which the Partnership or Parent LP holds or will hold a direct or indirect interest, then as a condition to such contribution or transfer the Partnership or Parent LP shall require that the transferee grant the Partnership or Parent LP, as applicable, rights with respect to such Protected Asset substantially similar to those contained in Sections 2 to 5 and Section 7 hereof.

Lock Out. (a) Except as expressly permitted by this Section 210.6, neither the Partnership, Parent LP LLC nor any entity in which the Partnership or Parent LP LLC holds a direct or indirect interest shall, directly or indirectly, sell, transfer or otherwise actually or constructively dispose of or permit the actual or deemed disposition, other than any deemed disposition by reason of entering into this Agreement (in each case, a “Disposition”) (i) of any of the Tier 1 assets listed on Exhibit E hereto (the “Protected Assets”), or any direct or indirect interest therein, prior to the 20th anniversary expiration of the Effective Date (Protection Period applicable to such Protected Asset, without the “Tier 1 Protection Period”), (ii) of any consent of the Tier 2 Protected Assets, or any direct or indirect interest therein, prior to the 10th anniversary of the Effective Date (the “Tier 2 Protection Period”) or (iii) of any of the Protected Contributed Partnership Interests, or any direct or indirect interest therein, during the Tier 1 Protection PeriodMember Representative. Notwithstanding the foregoing, the Partnership or Parent LP LLC (or other entity referred to in the preceding sentence) shall have the right, during the Applicable Protection Period: (i) Period to consummate any Disposition of all or any portion of any Protected Asset in (i) a transaction with respect to which no income or gain would be required to be recognized by any Protected Party under the Code and any applicable state or local tax law (a “Tax-Deferred Exchange”), [or (ii) to consummate in a condemnation or other taking of all or any Disposition portion of the Rochester Interests pursuant to an exercise of the Participating Election Right or the Partnership Call Right](1) or (iii) except with respect to the Partnership’s direct or indirect interests in Tysons Corner Center and Tysons Corner Office Building, to consummate any Disposition pursuant to the exercise, Protected Asset by a Person governmental entity or authority in eminent domain proceedings or otherwise or any other than the Partnership or its Affiliates and in the absence of any action by the Partnership or its Affiliates giving rise to such Person’s right to exercise, of their rights under any buy-sell agreement, call option or similar contractual arrangement to which such assets are subject as of the Effective Date, provided that the General Partner uses good faith efforts to structure any such Disposition as a tax-free like-kind exchange under Code Section 1031 or involuntary transaction (iv) to convert any Preferred Units (that have become Contributed Partnership Interests) into Common Units pursuant to the 2005 Amended and Restated Partnership Agreementan “Involuntary Conversion”). In situations where the Partnership or Parent LP LLC engages in a wholly or partially Tax-Deferred Exchange involving a Protected Asset, the property (or as applicable, the portion thereof) received on a tax-deferred basis in exchange for such Protected Asset shall be treated as a Tier 1 (1) Bracketed language to be deleted if this Agreement is entered into after the Participating Election Right and the Partnership Call Right have expired. Protected Asset, a Tier 2 Protected Asset or a Protected Contributed Partnership Interest, as applicable, for all purposes under this Agreement. Section 10.6(b) below shall constitute the sole and exclusive remedy available to the Members (or any Indirect Owner thereof in the event of a breach of this Section 10.6(a), and no Protected Party (or Indirect Owner thereof) shall be entitled to pursue a claim for specific performance of the covenant set forth in Section 10.6(a) or bring a claim against any Person that acquires a Protected Asset from the LLC in violation of Section 10.6(a) or against any Member. (b) If In the Partnership event that the LLC breaches the terms of Section 10.6(a), the LLC shall pay to each Protected Party that incurs a Built-In Gain Tax Liability from such breach an amount equal to the Built-In Gain Tax Liability from such breach for such Protected Party. (c) Notwithstanding anything to the contrary contained herein, upon (x) the death of a Protected Party or Parent LP contributes or otherwise transfers any (y) at such time as a Protected Asset Party directly or indirectly owns less than 20% of the Class A Units that such Protected Party owned as of the Effective Date, the obligations of the LLC pursuant to any partnership or other entity in which the Partnership or Parent LP holds or will hold a direct or indirect interest, then as a condition to such contribution or transfer the Partnership or Parent LP Section 10.6 shall require that the transferee grant the Partnership or Parent LP, as applicable, rights terminate with respect to such Protected Asset substantially similar Party, and the LLC shall have no further liability or obligation under such sections to those contained the resulting transferee(s) of such Member’s LLC Interests. (d) Each Protected Party hereby covenants and agrees to provide on its own behalf or through its legal representatives, the LLC with written notice of any change in Sections 2 to 5 the direct or indirect ownership of his, her or its LLC Interests (including, but not limited to, the death of such Protected Party or any Indirect Owner thereof) promptly after any such change in ownership and Section 7 hereofupon the request of the LLC.

Lock Out. (a) A. Except as expressly permitted by this Section 210.8, neither the Partnership, Parent LP Partnership nor any entity in which the Partnership or Parent LP holds a direct or indirect interest shall, directly or indirectly, sell, transfer or otherwise actually or constructively dispose of or permit the actual or deemed disposition disposition, other than any deemed distribution by reason of entering into this Agreement (in each case, a “Disposition”) (i) of any of the Tier 1 Protected Assets, or any direct or indirect interest therein, prior to the 20th anniversary of the Effective Date (the period from the Effective Date through such date, the “Tier 1 Protection Period”), ) or (ii) of any of the Tier 2 Protected Assets, or any direct or indirect interest therein, prior to the 10th anniversary of the Effective Date (the period from the Effective Date through such date, the “Tier 2 Protection Period”) or (iii) of any of the Protected Contributed Partnership Interests, or any direct or indirect interest therein, during the Tier 1 Protection Period). Notwithstanding the foregoing, the Partnership or Parent LP (or other entity referred to in the preceding sentence) shall have the right, during the Applicable Protection Period: (i) to consummate any Disposition of all or any portion of any Protected Asset in a transaction with respect to which no income or gain would be required to be recognized by any Protected Party under the Code and any applicable state or local tax law (a “Tax-Deferred Exchange”), [(ii) to consummate any Disposition of the Rochester Interests pursuant to an exercise of the Participating Election Right or the Partnership Call Right](1) Right or (iii) except with respect to the Partnership’s direct or indirect interests in Tysons Corner Center and Tysons Corner Office Building, to consummate any Disposition pursuant to the exercise, by a Person other than the Partnership or its Affiliates and in the absence of any action by the Partnership or its Affiliates giving rise to such Person’s right to exercise, of their rights under any buy-sell agreement, call option or similar contractual arrangement to which such assets are subject as of the Effective Date, provided that the General Partner uses good faith efforts to structure any such Disposition as a tax-free like-kind exchange under Code Section 1031 or (iv) to convert any Preferred Units (that have become Contributed Partnership Interests) into Common Units pursuant to the 2005 Amended and Restated Partnership Agreement1031. In situations where the Partnership or Parent LP engages in a wholly or partially Tax-Deferred Exchange involving a Protected Asset, the property (or as applicable, the portion thereof) received on a tax-deferred basis in exchange for such Protected Asset shall be treated as a Tier 1 (1) Bracketed language to be deleted if this Agreement is entered into after the Participating Election Right and the Partnership Call Right have expired. Protected Asset, a Tier 2 Protected Asset or a Protected Contributed Partnership Interest, as applicable, for all purposes under this Agreement. (b) If the Partnership or Parent LP contributes or otherwise transfers any Protected Asset directly or indirectly to any partnership or other entity in which the Partnership or Parent LP holds or will hold a direct or indirect interest, then as a condition to such contribution or transfer the Partnership or Parent LP shall require that the transferee grant the Partnership or Parent LP, as applicable, rights with respect to such Protected Asset substantially similar to those contained in Sections 2 to 5 and Section 7 hereof.for

Lock Out. (a) Except as expressly permitted by this Section 210.6, neither the Partnership, Parent LP LLC nor any entity in which the Partnership or Parent LP LLC holds a direct or indirect interest shall, directly or indirectly, sell, transfer or otherwise actually or constructively dispose of or permit the actual or deemed disposition, other than any deemed disposition by reason of entering into this Agreement (in each case, a “"Disposition”) (i") of any of the Tier 1 assets listed on Exhibit E hereto (the "Protected Assets"), or any direct or indirect interest therein, prior to the 20th anniversary Protection Period applicable to such Protected Asset, without the consent of the Effective Date (the “Tier 1 Protection Period”), (ii) of any of the Tier 2 Protected Assets, or any direct or indirect interest therein, prior to the 10th anniversary of the Effective Date (the “Tier 2 Protection Period”) or (iii) of any of the Protected Contributed Partnership Interests, or any direct or indirect interest therein, during the Tier 1 Protection PeriodMember Representatives. Notwithstanding the foregoing, the Partnership or Parent LP LLC (or other entity referred to in the preceding sentence) shall have the right, during the Applicable Protection Period: (i) Period to consummate any Disposition of all or any portion of any Protected Asset in (i) a transaction with respect to which no income or gain would be required to be recognized by any Protected Party under the Code and any applicable state or local tax law (a “"Tax-Deferred Exchange”"), [or (ii) to consummate in a condemnation or other taking of all or any Disposition portion of any Protected Asset by a governmental entity or authority in eminent domain proceedings or otherwise or any other involuntary transaction (an "Involuntary Conversion"): provided, however, in the Rochester Interests pursuant to case of (x) an exercise of the Participating Election Right or the Partnership Call Right](1) or (iii) except Involuntary Conversion with respect to the Partnership’s direct Bay Shore Property in which the net proceeds received by the LLC exceed fifteen percent (15%) of the Agreed Value of the Bay Shore Property or indirect interests (y) an Involuntary Conversion with respect to the Centereach Property in Tysons Corner Center and Tysons Corner Office Buildingwhich the net proceeds received by the LLC exceed twenty-five percent (25%) of the Agreed Value of the Centereach Property, the LLC shall in either case be in breach of this Section 10.6 if the LLC recognizes gain with respect to consummate any Disposition such Involuntary Conversion pursuant to the exercise, by a Person other than the Partnership or its Affiliates and in the absence of any action by the Partnership or its Affiliates giving rise to such Person’s right to exercise, of their rights under any buy-sell agreement, call option or similar contractual arrangement to which such assets are subject as Section 1033 of the Effective Date, provided that the General Partner uses good faith efforts to structure any such Disposition as a tax-free like-kind exchange under Code Section 1031 or (iv) to convert any Preferred Units (that have become Contributed Partnership Interests) into Common Units pursuant to the 2005 Amended and Restated Partnership AgreementCode. In situations where the Partnership or Parent LP LLC engages in a wholly or partially Tax-Deferred Exchange involving a Protected Asset, the property (or as applicable, the portion thereof) received on a tax-deferred basis in exchange for such Protected Asset shall be treated as a Tier 1 (1) Bracketed language to be deleted if this Agreement is entered into after the Participating Election Right and the Partnership Call Right have expired. Protected Asset, a Tier 2 Protected Asset or a Protected Contributed Partnership Interest, as applicable, for all purposes under this Agreement. Section 10.6(b) below shall constitute the sole and exclusive remedy available to the Members (or any Indirect Owner thereof in the event of a breach of this Section 10.6(a), and no Protected Party (or Indirect Owner thereof) shall be entitled to pursue a claim for specific performance of the covenant set forth in Section 10.6(a) or bring a claim against any Person that acquires a Protected Asset from the LLC in violation of Section 10.6(a) or against any Member. (b) If In the Partnership event that the LLC breaches the terms of Section 10.6(a), the LLC shall pay to each Protected Party that incurs a Built-in Gain Tax Liability from such breach an amount equal to the Built-In Gain Tax Liability from such breach for such Protected Party. (c) Notwithstanding anything to the contrary contained herein, upon (x) the death of a Protected Party or Parent LP contributes or otherwise transfers any (y) at such time as a Protected Asset Party (considering, for the purpose of this Section 10.6(c), each member of Centereach, and not Centereach itself, to be a Protected Party) directly or indirectly owns less than 10% of the Class A Preferred Units and Class B Units that such Protected Party owned as of the Effective Date, the obligations of the LLC pursuant to any partnership or other entity in which the Partnership or Parent LP holds or will hold a direct or indirect interest, then as a condition to such contribution or transfer the Partnership or Parent LP Section 10.6 shall require that the transferee grant the Partnership or Parent LP, as applicable, rights terminate with respect to such Protected Asset substantially similar Party, and the LLC shall have no further liability or obligation under such sections to those contained the resulting transferee(s) of such Member's LLC Interests. (d) Each Protected Party hereby covenants and agrees to provide on its own behalf or through its legal representatives, the LLC with written notice of any change in Sections 2 to 5 the direct or indirect ownership of his, her or its LLC Interests (including, but not limited to, the death of such Protected Party or any Indirect Owner thereof) promptly after any such change in ownership and Section 7 hereofupon the request of the LLC.