Common use of Notice Regarding Certain Actions Clause in Contracts

Notice Regarding Certain Actions. From the date of this Agreement until the Closing or earlier termination of this Agreement, Sellers shall provide notice in writing to Buyer no later than two Business Days prior to the taking by Sellers, or, to the extent Sellers are aware, by any of the Archstone Entities, of any of the following actions, other than any such action set forth on Section 10.1 of the Disclosure Schedules: (a) any vote on or taking of any action with respect to any Major Matter or Special Major Matter under the Voting Agreement, including the approval of any budget with respect to the Archstone Entities, (b) any declaration, setting aside or payment of any dividend or the making of any distribution with respect to the Equity Interests of any Archstone Entity, whether in cash or in property (other than to any other Archstone Entity), and (c) any redemption, purchase or other acquisition of any Equity Interests of any Archstone Entity, other than with respect to a direct or indirect wholly-owned Subsidiary of a Primary Archstone Entity, and redemptions of Series O Preferred Units of Archstone upon exercise of put rights by the holders thereof.

Appears in 3 contracts

Samples: Interest Purchase Agreement, Interest Purchase Agreement (Erp Operating LTD Partnership), Interest Purchase Agreement (Erp Operating LTD Partnership)

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Notice Regarding Certain Actions. From the date of this Agreement until the Closing or earlier termination of this Agreement, Sellers shall provide notice in writing to Buyer no later than two Business Days prior to the taking by Sellers, or, to the extent Sellers are aware, by any of the Archstone Entities, of any of the following actions, other than any such action set forth on Section 10.1 of the Disclosure Schedules: (a) any vote on or taking of any action with respect to any Major Matter or Special Major Matter under the Voting Agreement, including the approval of any budget with respect to the Archstone Entities, (b) any declaration, setting aside or payment of any dividend or the making of any distribution with respect to the Equity Interests of any Archstone Entity, whether in cash or in property (other than to any other Archstone Entity), and (c) any redemption, purchase or other acquisition of any Equity Interests of any Archstone Entity, other than with respect to a direct or indirect wholly-owned Subsidiary of a Primary Archstone Entity, and redemptions of Series O Preferred Units of Archstone upon exercise of put rights by the holders thereof. The Parties acknowledge that any notice with regard to matters required pursuant to this Section 10.1 and which are otherwise provided under any of the Syndication Agreement, the Bridge Equity Providers Agreement or the Voting Agreement shall be deemed to have been provided for the purposes of this Section 10.1.

Appears in 1 contract

Samples: Interest Purchase Agreement (Lehman Brothers Holdings Inc)

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