Common use of New Contracts and Exclusivity Clause in Contracts

New Contracts and Exclusivity. Contributors shall not, and shall not knowingly or intentionally cause or permit any of Companies to, (i) without REIT’s prior written consent (which may be withheld in REIT’s reasonable discretion through to the expiration of the Due Diligence Period and in REIT’s sole discretion after the end of the Due Diligence Period), amend, grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any of the Companies or the Property after Closing or binding on any of the Companies after Closing, except Leases or Service Contracts in the ordinary course of business consistent with past practices (and consistent with then-current concessions and parameters) and contracts terminable by any of the Companies without penalty on no later than 60 days’ notice or (ii) list the Waterford Interests or the Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any part of the Waterford Interests or the Property or any interest therein or in any of the Subsidiaries. If REIT fails to respond to a request of any Contributor for consent required by Section 3.1(b)(i) within five (5) days after REIT’s receipt of such Contributor’s written request and all information reasonably required in order to make an informed decision, REIT shall (A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor taking such proposed action and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.

New Contracts and Exclusivity. Contributors shall not, and shall not knowingly or intentionally cause or permit any of Companies to, (i) without REIT’s prior written consent (which may be withheld in REIT’s reasonable discretion through to the expiration of the Due Diligence Period and in REIT’s sole discretion after the end of the Due Diligence Period), amend, grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any of the Companies or the Property after Closing or binding on any of the Companies after Closing, except Leases or Service Contracts in the ordinary course of business consistent with past practices (and consistent with then-current concessions and parameters) and contracts terminable by any of the Companies without penalty on no later than 60 days’ notice or (ii) list the Waterford Village Green Interests or the Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any part of the Waterford Village Green Interests or the Property or any interest therein or in any of the Subsidiaries. If REIT fails to respond to a request of any Contributor for consent required by Section 3.1(b)(i) within five (5) days after REIT’s receipt of such Contributor’s written request and all information reasonably required in order to make an informed decision, REIT shall (A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor taking such proposed action and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.

New Contracts and Exclusivity. Contributors Contributor shall not, and shall not knowingly or intentionally cause or permit any of Companies to, (i) without REIT’s prior written consent (which may be withheld in REIT’s reasonable discretion through to the expiration of the Due Diligence Period and in REIT’s sole discretion after the end of the Due Diligence Period), amend, grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any of the Companies or the Property after Closing or binding on any of the Companies after Closing, except Leases or Service Contracts in the ordinary course of business consistent with past practices (and consistent with then-current concessions and parameters) and contracts terminable by any of the Companies without penalty on no later than 60 days’ notice notice, or (ii) list the Waterford Springhouse Interests or the Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any part of the Waterford Springhouse Interests or the Property or any interest therein or in any of the Subsidiaries. If REIT fails to respond to a request of any Contributor for consent required by Section 3.1(b)(i) within five (5) days after REIT’s receipt of such Contributor’s written request and all information reasonably required in order to make an informed decision, REIT shall (A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor taking such proposed action and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.

New Contracts and Exclusivity. Contributors Contributor shall not, and shall not knowingly or intentionally cause or permit any of Companies parties to, (i) without REITOperating Partnership’s prior written consent (which may be withheld in REITOperating Partnership’s reasonable discretion through to the expiration of the Due Diligence Period and in REITOperating Partnership’s sole discretion after the end of the Due Diligence Period), amend, grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any of the Companies or the Property after Closing or binding on any of the Companies Contributor after Closing, except Leases or Service Contracts in the ordinary course of business consistent with past practices (and consistent with then-current concessions and parameters) and contracts terminable by any of the Companies without penalty on no later than 60 days’ notice notice, or (ii) list the Waterford Interests or the Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any part of the Waterford Interests or the Property or any interest therein or in any of the Subsidiaries. If REIT Operating Partnership fails to respond to a request of any Contributor for consent required by Section 3.1(b)(i) within five (5) days after REITOperating Partnership’s receipt of such Contributor’s written request and all information reasonably required in order to make an informed decision, REIT Operating Partnership shall (A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor taking such proposed action and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.

New Contracts and Exclusivity. Contributors Contributor shall not, and shall not knowingly or intentionally cause or permit any of Companies to, (i) without REIT’s prior written consent (which may be withheld in REIT’s reasonable discretion through to the expiration of the Due Diligence Period and in REIT’s sole discretion after the end of the Due Diligence Period), amend, grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any of the Companies or the Property after Closing or binding on any of the Companies after Closing, except Leases or Service Contracts in the ordinary course of business consistent with past practices (and consistent with then-current concessions and parameters) and contracts terminable by any of the Companies without penalty on no later than 60 days’ notice or (ii) list the Waterford Oak Crest Interests or the Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any part of the Waterford Oak Crest Interests or the Property or any interest therein or in any of the Subsidiaries. If REIT fails to respond to a request of any Contributor for consent required by Section 3.1(b)(i) within five (5) days after REIT’s receipt of such Contributor’s written request and all information reasonably required in order to make an informed decision, REIT shall (A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor taking such proposed action and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.

New Contracts and Exclusivity. Contributors Sellers shall not, and shall not knowingly or intentionally cause or permit any of Companies to, (i) without REIT’s prior written consent (which may be withheld in REIT’s reasonable discretion through to the expiration of the Due Diligence Period and in REIT’s sole discretion after the end of the Due Diligence Period), amend, grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any of the Companies or the Property after Closing or binding on any of the Companies after Closing, except Leases or Service Contracts in the ordinary course of business consistent with past practices (and consistent with then-current concessions and parameters) and contracts terminable by any of the Companies without penalty on no later than 60 sixty (60) days’ notice notice, or (ii) list the Waterford Lansbrook Interests or the Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any part of the Waterford Lansbrook Interests or the Property or any interest therein or in any of the Subsidiaries. If REIT fails to respond to a request of any Contributor Seller for consent required by Section 3.1(b)(i) within five (5) days after REIT’s receipt of such ContributorSeller’s written request and all information reasonably required in order to make an informed decision, REIT shall (A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor Seller taking such proposed action and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.

New Contracts and Exclusivity. Contributors Sellers shall not, and shall not knowingly or intentionally cause or permit any of the Managing Members or the Companies to, (i) without REITBuyer’s prior written consent (which may be withheld in REITBuyer’s reasonable discretion through prior to the expiration of the Due Diligence Period and in REITBuyer’s sole discretion after the end of the Due Diligence Period), amend, grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any of the Managing Members, Companies or the any Property after Closing or binding on any of the Managing Members or Companies after Closing, except Leases leases or Service Contracts service contracts in the ordinary course of business consistent with past practices (and consistent with then-current concessions and parameters) and contracts terminable by any of the Managing Members or Companies without penalty on no later than 60 days’ notice or (ii) list the Waterford Interests or the any Property with any broker or otherwise solicit, negotiate or accept any offers to sell all or any part of the Waterford Interests or the Property Properties or any interest therein or in any of the Subsidiaries. If REIT Buyer fails to respond to a request of any Contributor Seller for consent required by Section 3.1(b)(i) within five (5) days after REITBuyer’s receipt of such ContributorSeller’s written request and all information reasonably required in order to make an informed decision, REIT Buyer shall (A) prior to the expiration of the Due Diligence Period, be deemed to have consented to Contributor taking Seller entering into such proposed action contract or agreement and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such proposed action.