Common use of Payment of Merger Consideration Clause in Contracts

Payment of Merger Consideration. (a) After the Effective Time, upon surrender by the Stockholder of her Equity Interests together with a duly executed letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder is entitled (less the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the Stockholder shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificates, if any, evidencing such Equity Interests. (b) Notwithstanding any other provisions of this Agreement, dividends or other distributions payable on any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the Stockholder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the Stockholder, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Time. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Agreement by the Stockholder shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Representative.

Payment of Merger Consideration. (a) After Concurrent with the Effective Time, upon surrender Parent shall deposit with ChaseMellon Shareholder Services or such other agent or agents as may be appointed by Parent and Acquisition (the Stockholder "Payment Agent") for the benefit of her Equity Interests together with the holders of Shares cash in the aggregate amount necessary to pay the Merger Consideration (such cash is hereinafter referred to as the "Merger Fund") payable pursuant to Section 1.8 in respect of outstanding Shares. (b) As soon as reasonably practicable after the Effective Time, the Payment Agent shall mail to each holder of record of a duly executed certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 1.8: (i) a letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder (which shall specify that delivery shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder is entitled (less the Indemnity Holdback Amount). Risk effected and risk of loss and title to the Equity Interests of the Stockholder Certificates shall pass only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent together with such duly executed letter of transmittal and duly executed, the certificates, if any, evidencing holder of such Equity Interests. (b) Notwithstanding any other Certificate shall be entitled to receive in exchange therefor a check representing the Merger Consideration which such holder has the right to receive pursuant to the provisions of this AgreementArticle I and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, dividends or other distributions payable on any portion payment of the Merger Consideration after may be made to a transferee if the Effective Time, but prior Certificate representing such Shares is presented to the delivery of Payment Agent accompanied by all documents required to evidence and effect such portion of the Merger Consideration to the Stockholder pursuant to Section 1.09(a) above, shall be paid promptly transfer and by the Company to the Stockholder, evidence that any applicable stock transfer taxes have been paid. Until surrendered as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined contemplated by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Time. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Agreement by the Stockholder shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Representative.this

Payment of Merger Consideration. (a) After At the Effective Time, upon surrender as required by Section 3.5(b) hereof, the Company shall deposit with such agent or agents as may be appointed by the Stockholder Company (the "Payment Agent") for the benefit of her Equity the holders of LP Interests together in the Participating Merging Partnerships, cash in an aggregate amount equal to the sum of the Participating Partnership Consideration Amounts for each Participating XxXxxx Partnership (such sum, the "Merger Consideration," and the Merger Consideration deposited with the Payment Agent is referred to as the "Merger Fund"). (b) Immediately following the Effective Time, the Payment Agent shall mail to each holder of record of certificate(s) which immediately prior to the Effective Time represented outstanding LP Interests in the Participating Merging Partnerships (the "Certificates") and which were converted into the right to receive the Merger Consideration pursuant to Section 3.4 hereof (or, in the case of any Participating Merging Partnership which is a duly executed Merging Private Partnership, each holder of record of an LP Interest in such Merging Private Partnership): (i) a letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder (which shall specify that delivery shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder is entitled (less the Indemnity Holdback Amount). Risk effected and risk of loss and title to the Equity LP Interests of the Stockholder shall pass to the Company only upon delivery of the Certificates (or, in the case of any Participating Merging Partnership which is a Merging Private Partnership, upon the delivery by such holder of record of appropriate documentation and the delivery by MPLP of the affidavit specified in Section 3.5(d) hereof) to the Payment Agent and shall be in such form and have such other provisions as the Company may reasonably specify); and (ii) instructions for effecting the surrender of the Certificates (or delivery of such duly executed appropriate documentation and affidavit) in exchange for the Per Unit Consideration Amount which such holder has the right to receive pursuant to Section 3.4 hereof (taking into account different classes (if any) of LP Interests in such Participating Merging Partnership). Upon surrender of a Certificate for cancellation (or delivery of such appropriate documentation and affidavit) to the Payment Agent together with such letter of transmittal duly executed, the holder of such LP Interests shall be entitled to receive in exchange therefor a check representing the Per Unit Consideration Amount which such holder has the right to receive pursuant to Section 3.4 hereof, and any Certificates so surrendered shall forthwith be cancelled. In the certificatesevent of a transfer of ownership of LP Interests in a Participating Merging Partnership which is not registered in the transfer records of such Participating Merging Partnership, payment of the Per Unit Consideration Amount which such holder has the right to receive pursuant to Section 3.4 hereof may be made to a transferee if the Certificate representing such LP Interests (or, in the case of any Participating Merging Partnership which is a Merging Private Partnership, if anythe affidavit specified in Section 3.5(d) hereof and a suitable bond or indemnity) is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer. Until surrendered as contemplated by this Section 3.5, evidencing each Certificate shall be deemed at and after the Effective Time to represent only the right to receive upon such Equity InterestsCertificate's surrender the Per Unit Consideration Amount which the holder of such Certificate has the right to receive pursuant to Section 3.4 hereof. The Surviving Partnerships shall have the right to, and shall, take all steps necessary to ensure compliance, and shall comply, with all withholding obligations with respect to any foreign holders of LP Interests in connection with the payment of any Per Unit Consideration Amount. No interest will be paid or will accrue on any Per Unit Consideration Amount upon the surrender of any Certificate. (bc) Notwithstanding In the event that any other provisions Certificate shall have been lost, stolen or destroyed, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, the Per Unit Consideration Amount which the holder of such Certificate has the right to receive pursuant to Section 3.4 hereof; provided, however, that the Payment Agent shall (unless the Company determines otherwise) require the delivery of a suitable bond or indemnity, the form of which bond or indemnity shall be acceptable to the Company. (d) In the case of LP Interests in the Participating Merging Partnerships which are Merging Private Partnerships, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit as to the identity of each owner of LP Interests in such Merging Private Partnership by MPLP (in the case of Hearth Hollow and Midwest Properties) and Xxxxxx X. XxXxxx (in the case of Regency North), the Per Unit Consideration Amount which the holder of LP Interests therein has the right to receive pursuant to Section 3.4 hereof. (e) All Merger Consideration paid upon the surrender for exchange of LP Interests in the Participating Merging Partnerships in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to such LP Interests; provided, however, that notwithstanding anything to the contrary contained in this Agreement, dividends or other distributions payable on any portion the Surviving Partnership in each of the Merger Consideration after Mergers shall continue to have an obligation following the Effective Time, but Time (i) to pay distributions with a record date prior to the delivery Effective Time which may have been declared by a Participating Merging Partnership on LP Interests in such Participating XxXxxx Partnership in accordance with the terms of this Agreement or declared prior to the date of this Agreement and, in either case, which remain unpaid at the Effective Time and (ii) to distribute to the former limited partners of each Participating Merging Partnership the Positive Excess Cash Balance (if any) in respect of such portion of the Merger Consideration to the Stockholder pursuant to Participating Merging Partnership in accordance with Section 1.09(a2.4(c) above, shall be paid promptly by the Company to the Stockholder, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Companyhereof. At From and after the Effective Time, there shall be no further registration of transfers on the applicable record transfer books of the Equity Surviving Partnerships of LP Interests that are in the Participating Merging Partnerships which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Partnerships for any reason, such Certificates shall be canceled and exchanged as provided in this Section 3.5. If, after the Effective Time, owners of LP Interests in any Merging Private Partnerships who are identified on the affidavits described in Section 3.5(d) hereof request payment in respect of such LP Interests from the Surviving Partnerships for any reason, the Per Unit Consideration Amount which such owner has the right to receive pursuant to Section 3.4 hereof and which has not theretofore been paid to such owner shall be delivered to such owner in exchange for such LP Interests. (cf) On None of the Merger Closing DatePayment Agent, the parties to this Agreement, the Transitory Partnerships, the Company will deposit LLCs or any of their respective affiliates shall be liable to any holder of an LP Interest in a Participating Merging Partnership for cash from the Indemnity Holdback Amount with the Escrow Agent Merger Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (as defined in the Escrow Agreementg) in accordance with the terms and conditions of the Escrow Agreement. The approval Any portion of the Merger and this Agreement by Fund which remains undistributed to the Stockholder holders of LP Interests in the Participating Merging Partnerships for a period of six months after the Effective Time shall constitute approval be delivered to the Company, upon demand of the Escrow Agreement Company, and of all any such holder who has not theretofore complied with this Section 3.5 shall thereafter look only to the Company for payment of the arrangements Per Unit Consideration Amount which such holder had the right to receive pursuant to Section 3.4 hereof, and any unpaid distributions, subject to applicable escheat and other similar laws. The XxXxxx Partnerships shall pay all charges and expenses relating theretoto the Mergers, including without limitation and the placement Company shall reimburse the XxXxxx Partnerships, on the Closing Date and immediately prior to the distributions contemplated by Section 2.4(c) hereof, in an amount in cash equal to one-half of the Indemnity Holdback Amount in escrow and the appointment amount of the Stockholder’s Representativecharges and expenses relating to the Payment Agent (the "Merger Expense Reimbursement").

Payment of Merger Consideration. (a) After Prior to the Effective Time, upon surrender by the Stockholder of her Equity Interests together with Buyer shall appoint a duly executed letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests commercial bank or trust company reasonably acceptable to the Company, as a paying agent (the Stockholder “Paying Agent”) for the benefit of the holders of Company Capital Stock that are not Dissenting Shares and who are entitled to receive the Merger Consideration (collectively, the “Holders”). At the Effective Time, Buyer shall make available to the Paying Agent an amount of cash sufficient to permit payment of the Merger Consideration to the Holders (the “Exchange Fund”). The Paying Agent shall invest the Exchange Fund as directed by Buyer or the Surviving Corporation, as the case may be, on a daily basis, and any interest and other income resulting from such investments shall be paid to the Surviving Corporation. The Paying Agent shall exchange the shares of Company Capital Stock for the Merger Consideration in accordance with the terms of this Article II, through such reasonable procedures as the Paying Agent or Buyer may adopt. (b) As soon as practicable after the Effective Time, Buyer or the Paying Agent shall cause to be mailed to each record holder of a certificate or certificates that immediately prior to the Effective Time represented Company Capital Stock converted in the Merger (the “Certificates”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent, and shall contain instructions for use in effecting the surrender of the Certificates and payment of the Merger Consideration). The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Upon surrender for cancellation to the Paying Agent of a Certificate held by any Holder, together with such letter of transmittal, duly executed, the Holder of such Certificate shall be entitled to receive from the Company in exchange therefor that amount of cash equal to the portion of the Merger Consideration to which for each share of Company Capital Stock represented by the Stockholder is entitled (less the Indemnity Holdback Amount)Certificate. Risk of loss and title to the Equity Interests of the Stockholder Any Certificate so surrendered shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificates, if any, evidencing such Equity Interestsforthwith be canceled. (bc) Notwithstanding the foregoing, no amounts shall be payable at the Effective Time with respect to any other Dissenting Shares or any shares of Company Capital Stock with respect to which dissenters’ rights have not terminated. In the case of Dissenting Shares, payment shall be made in accordance with Section 2.9 and the DGCL. In the case of any shares of Company Capital Stock with respect to which dissenters’ rights have not terminated as of the Effective Time, if such shares of Company Capital Stock become Dissenting Shares, payment shall be made in accordance with Section 2.9 and the DGCL, and if, instead, the dissenters’ rights with respect to such shares irrevocably terminate after the Effective Time, such shares of Company Capital Stock shall be entitled to receive a portion of the Merger Consideration in accordance with the provisions of this Agreement, dividends or other distributions payable on Section 2.3. (d) Any portion of the Exchange Fund that remains undistributed to the former Holders for six months after the Effective Time shall be delivered to the Surviving Corporation and any former Holders who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion Consideration. None of the Merger Consideration Paying Agent, Buyer nor the Surviving Corporation shall be liable to the Stockholder any holder of shares of Company Capital Stock for cash delivered to a public official in connection herewith pursuant to Section 1.09(a) aboveany applicable abandoned property, shall be paid promptly by the Company to the Stockholder, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Timeescheat or similar law. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Agreement by the Stockholder shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Representative.

Payment of Merger Consideration. (a) After the Effective Time, upon surrender by the Stockholder Equity Holder of her Equity Interests together with a duly executed letter of transmittal in the form attached hereto as Exhibit D A and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder Equity Holder shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder Equity Holder is entitled (less the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the Stockholder Equity Holder shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificates, if any, evidencing such Equity Interests. The full amount of the Indemnity Holdback Amount shall be retained from the Merger Consideration otherwise deliverable to the Equity Holder. (b) Notwithstanding any other provisions of this Merger Agreement, dividends or other distributions payable on any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the Stockholder Equity Holder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the StockholderEquity Holder of record, as set forth in Schedule 1.071.07(b), entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Time. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Merger Agreement by the Stockholder Equity Holder shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the StockholderEquity Holder’s RepresentativeRepresentative pursuant to the Contribution Agreement.

Payment of Merger Consideration. (a) After Immediately after the Effective Time, upon surrender by the Stockholder of her Equity Interests together with Surviving Corporation shall deliver to each Eligible Holder who has delivered a duly executed letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder is entitled (less the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the Stockholder shall pass only upon delivery to the Company of such duly executed completed letter of transmittal and such other documents as may reasonably be required by the certificatesCompany and has surrendered the applicable Certificate(s) representing its Company Shares an aggregate amount in cash equal to the product of the number of Company Shares represented by such Certificate(s) multiplied by the Per Share Merger Consideration, less any applicable income and employment withholding tax by wire transfer of immediately available funds, and less the Escrow Amount, if any, evidencing such Equity Interestsapplicable. (b) Notwithstanding In the event that any other provisions holder of this AgreementCompany Shares, dividends any member of JLL Healthcare or other distributions payable on any portion holder of In-the-Money Options (collectively, the Merger Consideration after "Stockholders") does not execute and deliver to Purchaser the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the Stockholder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the Stockholder, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately Indemnification Agreement prior to the Effective TimeTime (any such Stockholder, a "Non-Executing Stockholder"), then the Surviving Corporation shall withhold from the aggregate amount payable to such Non-Executing Stockholder in respect of such Non-Executing Stockholder's Company Shares and In-the-Money Options hereunder an amount (the "Escrow Amount") equal to the product of (1) $50,000,000 and (2) such Non-Executing Stockholder's Percentage Interest (as defined in the Indemnification Agreement). Any such amount so withheld shall be deposited in escrow immediately after the Effective Time with a third-party escrow agent mutually agreed upon by the Company and Purchaser for the purpose of funding indemnification, substantially on the terms, subject to the conditions and in the manner described in the Indemnification Agreement. (c) On In the Merger Closing Date, the event of a transfer of ownership of Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined Shares that is not registered in the Escrow Agreement) in accordance with the terms and conditions transfer records of the Escrow Agreement. The approval of Company, payment may be made with respect to such shares to such a transferee if the Merger Certificate representing such shares is presented to the Company, accompanied by all documents required to evidence and this Agreement by the Stockholder shall constitute approval of the Escrow Agreement effect such transfer and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Representativeto evidence that any applicable stock transfer taxes have been paid.

Payment of Merger Consideration. (a) At the Closing, Broder shall pay the Aggregate Merger Consideration by: (i) delivery of the Escrow Amount by wire transfer of immediately available funds to an account designated in writing by Xxxxx Brothers Xxxxxxxx & Co., as escrow agent (the “Escrow Agent”), established pursuant to the terms of an escrow agreement, dated as the date hereof, by and among Merger Corp., the Company, each of the Shareholders and the Escrow Agent (the “Escrow Agreement”), which Escrow Amount shall be used to satisfy amounts payable to the Surviving Trust as indemnification to the Company pursuant to Article 9; (ii) delivery of the Cash Merger Consideration (as adjusted pursuant to Section 2.10 below) by wire transfer of immediately available funds to an account or accounts designated by the Company, in accordance with the procedure set forth in Section 2.9(b); and (iii) delivery, on behalf of the Company, of the amount of Estimated Net Indebtedness (as defined below) to the lenders under the Financing Documents in repayment of the outstanding obligations thereunder. (b) Prior to the Effective Time, each Shareholder shall deliver his or its surrender certificates evidencing his or its Shares of Beneficial Interest (the “Certificates”) and subject to the receipt of such Certificates, immediately following the Effective Time, Broder shall pay the applicable portion of the Cash Merger Consideration to each such Shareholder. (c) In effecting the payment of the Cash Merger Consideration in respect of Shares of Beneficial Interest deemed converted represented by Certificates entitled to payment pursuant to Section 2.8, upon the surrender of each such Certificate, Broder shall pay the holder of such Certificate the Per Share Amount specified in Section 2.8 multiplied by the number of Shares of Beneficial Interest represented by the Certificate in consideration therefor. Upon such payment, such Certificate shall forthwith be canceled. (d) From and after the Effective Time, the Company shall act as exchange agent. To the extent that Certificates are not surrendered at the Effective Time pursuant to paragraph (b) above, the Company shall deposit, or the Company shall otherwise take all steps necessary to cause to be deposited in an account with such reputable banking institution mutually satisfactory to the parties (the “Exchange Fund”) the Cash Merger Consideration to which holders of such unsurrendered Certificates shall be entitled at the Effective Time pursuant to Section 2.8 hereof. (e) Until surrendered in accordance with paragraph (b) above, each such Certificate shall represent solely the right to receive the aggregate merger consideration relating thereto. No interest or dividends shall be paid or accrued on the merger consideration. If all or any portion of any merger consideration is to be delivered to any Person other than the Person in whose name the Certificate formerly representing Shares of Beneficial Interest surrendered therefor is registered, it shall be a condition to such right to receive such merger consideration that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person surrendering such Certificates shall pay to the Company any transfer or other Taxes required by reason of the payment of the merger consideration to a Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Company that such Tax has been paid or is not applicable. (f) No dividends or other distributions with respect to shares of beneficial interest with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of beneficial interest represented thereby. (g) After the Effective Time, upon surrender by the Stockholder of her Equity Interests together with a duly executed letter of transmittal Surviving Trust shall retain all cash, Certificates and other documents in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests its possession relating to the Companytransactions described in this Agreement. Thereafter, each holder of a Certificate formerly representing Share of Beneficial Interest may surrender such Certificate to the Stockholder shall be entitled Surviving Trust and (subject to applicable abandoned property, escheat and similar laws) receive from the Company in exchange consideration therefor the portion of the Merger Consideration to which the Stockholder is entitled (less the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the Stockholder shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificatesmerger consideration relating thereto, if any, evidencing such Equity Interestswithout any interest or dividends thereon. (bh) Notwithstanding any other provisions of this Agreement, dividends or other distributions payable on any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the Stockholder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the Stockholder, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after After the Effective Time, there shall be no transfers on the applicable record share transfer books of the Equity Interests that are Surviving Trust of any shares of beneficial interest which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Shares of Beneficial Interest are presented to the Surviving Trust, they shall be surrendered and canceled in return for the payment of the Per Share Amount relating thereto, as provided in this Section 2.9. (ci) On the Neither Merger Closing Date, Corp. nor the Company will deposit shall be liable to any Person in respect of any cash from the Indemnity Holdback Amount Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to seven (7) years after the Effective Time (or immediately prior to such earlier date on which any dividends or distributions with respect to shares of capital stock in respect of such Certificate would otherwise escheat to or become the Escrow Agent (as defined property of any governmental authority) any such shares, cash, dividends or distributions in respect of such Certificate shall, to the Escrow Agreement) in accordance with extent permitted by applicable law, become the terms and conditions property of the Escrow Agreement. The approval of the Merger Surviving Trust, free and this Agreement by the Stockholder shall constitute approval of the Escrow Agreement and clear of all claims or interest of the arrangements relating any person previously entitled thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Representative.

Payment of Merger Consideration. (a) After the Effective Time, upon surrender by the a Stockholder of her its Equity Interests together with a duly executed letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests to the Company, the such Stockholder shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the such Stockholder is entitled (less such Stockholder’s respective portion of the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the a Stockholder shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificates, if any, evidencing such Equity Interests. (b) Notwithstanding any other provisions of this Agreement, dividends or other distributions payable on any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the a Stockholder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the StockholderStockholder of record, as set forth in Schedule 1.071.07(b), entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Time. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Agreement by the Stockholder Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Stockholders’ Representative.

Payment of Merger Consideration. (a) After Prior to the Effective Time, upon surrender by the Stockholder of her Equity Interests together with (i) Parent shall appoint a duly executed letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests bank or trust company reasonably acceptable to the CompanyCompany to act as paying agent with respect to the Mergers (the “Exchange Agent”), and (ii) Parent shall deposit, or shall cause to be deposited, with the Stockholder Exchange Agent cash amounts sufficient to enable the Exchange Agent to make payments pursuant to Section 2.5 or Section 2.6(a), as applicable, to holders of Company Common Shares and Partnership Common Units outstanding immediately prior to the Effective Time (the “Exchange Fund”). The Exchange Agent shall be entitled to receive from the Company in exchange therefor the portion make payments of the Merger Consideration out of the Exchange Fund in accordance with this Agreement. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Surviving Entity. (b) Within five (5) Business Days after the Effective Time, Parent and the Surviving Entity shall cause the Exchange Agent to mail to each holder of record of a Certificate or Certificates that, immediately prior to the Company Merger Effective Time, represented outstanding Company Common Shares or that, immediately prior to the Partnership Merger Effective Time, represented Partnership Common Units whose shares or units, as applicable, were converted into the right to receive or be exchanged for the Merger Consideration, as applicable, pursuant to Section 2.5 or Section 2.6(a), as applicable: (i) a form of letter of transmittal (which the Stockholder is entitled (less the Indemnity Holdback Amount). Risk shall specify that delivery shall be effected, and risk of loss and title to the Equity Interests of the Stockholder Certificates shall pass to the Exchange Agent, only upon delivery of the Certificates or affidavits of loss in lieu thereof in accordance with Section 2.7(d) to the Exchange Agent, and which letter shall be in such form and have such other provisions as are mutually approved by Parent and the Company) and (ii) instructions for use in effecting the surrender of Certificates previously representing such Company Common Shares or Partnership Common Units in exchange for payment therefor. Parent shall ensure that, upon surrender to the Exchange Agent of each such duly Certificates (or affidavits of loss in lieu of a Certificate pursuant to Section 2.7(d)), together with a properly executed letter of transmittal and transmittal, the certificatesholder of such Certificates (or, if anyunder the circumstances described in Section 2.7(e), evidencing such Equity Interests. (b) Notwithstanding any other provisions of this Agreement, dividends or other distributions payable on any portion the transferee of the Merger Consideration after Company Common Shares or Partnership Units previously represented by such Certificates) shall promptly receive in exchange therefor the Effective Time, but prior amount of cash to the delivery of which such portion of the Merger Consideration to the Stockholder holder (or transferee) is entitled pursuant to Section 1.09(a) above2.5 or Section 2.6(a), as applicable. Exchange of book-entry shares or book-entry units representing Company Common Shares or Partnership Common Units shall be paid promptly by the Company to the Stockholder, as set forth effected in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance accordance with the Exchange Agent’s customary procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined with respect to securities represented by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Timebook entry. (c) On or after the Merger Closing Datefirst anniversary of the Effective Time, the Surviving Entity shall be entitled to cause the Exchange Agent to deliver to the Surviving Entity any funds made available by Parent to the Exchange Agent which have not been disbursed to holders of Certificates, and thereafter such holders shall be entitled to look to Parent and the Surviving Entity with respect to the cash amounts payable upon surrender of their Certificates. Neither the Exchange Agent nor the Surviving Entity shall be liable to any holder of a Certificate for any amount properly paid to a public official pursuant to any applicable abandoned property or escheat Law. Any amounts remaining unclaimed by holders of the Certificates, book-entry shares or book-entry units immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any Governmental Entity shall, to the extent permitted by applicable Law, become the property of the Surviving Entity, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. (d) If any Certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, to the reasonable satisfaction of Parent and the Exchange Agent and the taking of such other actions as may be reasonably requested by the Exchange Agent, the Exchange Agent shall pay in exchange for such lost, stolen or destroyed Certificate the cash amount payable in respect thereof pursuant to this Agreement. (e) In the event of a transfer of ownership of Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined Common Shares or Partnership Common Units that is not registered in the Escrow Agreementtransfer records of the Company or the Operating Partnership, as applicable, payment may be made with respect to such Company Common Shares or Partnership Common Units to a transferee of such Company Common Shares or Partnership Common Units if the Certificate (if applicable) previously representing such Company Common Shares or Partnership Common Units is presented to the Exchange Agent, accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes relating to such transfer have been paid. (f) As of the Company Merger Effective Time, the share transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of any Company Capital Shares outstanding immediately prior to the Company Merger Effective Time on the records of the Company. The Merger Consideration paid in accordance with the terms of this Article 2 upon surrender of any Certificates (or automatically in the case of book-entry shares of Company Common Shares) shall be deemed to have been paid in full satisfaction of all rights pertaining to such Certificates. From and conditions after the Company Merger Effective Time, the holders of Company Common Shares outstanding immediately prior to the Company Merger Effective Time shall cease to have any rights with respect to such shares of Company Common Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates representing such Company Common Shares are presented to the Surviving Entity for transfer, they shall be cancelled and exchanged as provided in this Agreement. (g) As of the Escrow AgreementPartnership Merger Effective Time, the unit transfer books of the Operating Partnership shall be closed and thereafter there shall be no further registration of transfers of any Partnership Units outstanding immediately prior to the Partnership Merger Effective Time on the records of the Operating Partnership. The approval Merger Consideration paid in accordance with the terms of this Article 2 upon surrender of any Certificates (or automatically in the case of book-entry units of Partnership Units) shall be deemed to have been paid in full satisfaction of all rights pertaining to such Certificates. From and after the Partnership Merger Effective Time, the holders of Partnership Units outstanding immediately prior to the Partnership Merger Effective Time shall cease to have any rights with respect to such Partnership Units except as otherwise provided for herein or by applicable Law. If, after the Partnership Merger Effective Time, Certificates representing such Partnership Units are presented to the Surviving Partnership for transfer, they shall be cancelled and exchanged as provided in this Agreement. (h) After the Closing Date, the Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Entity. Any interest and other income resulting from such investments shall be paid to the Surviving Entity. Until the termination of the Exchange Fund, to the extent that there are losses with respect to such investments, or the cash portion of the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger and this Agreement by Consideration as contemplated hereby, the Stockholder Surviving Entity shall constitute approval promptly replace or restore the cash portion of the Escrow Agreement and of all Exchange Fund lost through investments or other events so as to ensure that the cash portion of the arrangements relating theretoExchange Fund is, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Representativeat all times, maintained at a level sufficient to make all such payments.

Payment of Merger Consideration. (a) After the Effective Time, upon surrender by the Stockholder Equity Holder of her his Equity Interests together with a duly executed letter of transmittal in the form attached hereto as Exhibit D A and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder Equity Holder shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder Equity Holder is entitled (less the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the Stockholder Equity Holder shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificates, if any, evidencing such Equity Interests. The full amount of the Indemnity Holdback Amount shall be retained from the Merger Consideration otherwise deliverable to the Equity Holder. (b) Notwithstanding any other provisions of this Merger Agreement, dividends or other distributions payable on any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the Stockholder Equity Holder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the StockholderEquity Holder of record, as set forth in Schedule 1.071.07(b), entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Time. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Merger Agreement by the Stockholder Equity Holder shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the StockholderEquity Holder’s RepresentativeRepresentative pursuant to the Contribution Agreement.

Payment of Merger Consideration. (a) After At or from time to time following the Effective Time, upon surrender as necessary to satisfy the requirements of Section 2.11(b), Holding or the Surviving Corporation shall deliver to such agent or agents as may be duly appointed by Purchaser and reasonably satisfactory to the Stockholder Company (the "Payment Agent") cash in an aggregate amount sufficient to pay the Merger Consideration (such cash hereinafter referred to as the "Merger Fund") payable pursuant to Section 2.7 in exchange for outstanding Shares. (b) As soon as reasonably practicable after the Effective Time, the Payment Agent shall mail to each holder of her Equity Interests together with record of a duly executed certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7: (i) a letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder (which shall specify that delivery shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder is entitled (less the Indemnity Holdback Amount). Risk effected and risk of loss and title to the Equity Interests of the Stockholder Certificates shall pass only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as Holding and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent together with such duly executed letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Consideration which such holder has the right to receive pursuant to the provisions of Article II and the certificatesCertificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, if any, evidencing such Equity Interests. (b) Notwithstanding any other provisions of this Agreement, dividends or other distributions payable on any portion payment of the Merger Consideration may be made to a transferee if the Certificate representing such Shares is presented to the Payment Agent accompanied by all documents required to effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.11, each Certificate shall be deemed at any time after the Effective TimeTime to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.11. (c) In the event that any Certificate shall have been lost, but prior stolen or destroyed, the Payment Agent shall issue in exchange therefor, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Agreement; provided, however, that Purchaser or its Payment Agent may, in its discretion, require the delivery of a suitable bond or indemnity by such portion of the holder. (d) All Merger Consideration to paid upon the Stockholder pursuant to Section 1.09(a) above, surrender for exchange of Shares in accordance with the terms hereof shall be deemed to have been paid promptly by the Company in full satisfaction of all rights pertaining to the Stockholdersuch Shares, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no further registration of transfers on the applicable record stock transfer books of the Equity Interests that are Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Article II. (ce) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval Any portion of the Merger and this Agreement by Fund which remains undistributed to the Stockholder shall constitute approval stockholders of the Escrow Agreement Company for six months after the Effective Time shall be delivered to the Surviving Corporation upon demand and of all any stockholders of the arrangements relating theretoCompany who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of their claim for the Merger Consideration. (f) Neither Holding nor the Surviving Corporation shall be liable to any holder of Shares for cash from the Merger Fund delivered to a public official pursuant to any applicable abandoned property, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Representativeescheat or similar law.

Payment of Merger Consideration. (a) After the Effective Time, upon surrender by the Stockholder Equity Holder of her his Equity Interests together with a duly executed letter of transmittal in the form attached hereto as Exhibit D A and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder Equity Holder shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder Equity Holder is entitled (less the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the Stockholder Equity Holder shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificates, if any, evidencing such Equity Interests. The full amount of the Indemnity Holdback Amount shall be retained from the Merger Consideration otherwise deliverable to the Equity Holder. (b) Notwithstanding any other provisions of this Merger Agreement, dividends or other distributions payable on any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the Stockholder Equity Holder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the StockholderEquity Holder of record, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Time. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Merger Agreement by the Stockholder Equity Holder shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the StockholderEquity Holder’s RepresentativeRepresentative pursuant to the Contribution Agreement.

Payment of Merger Consideration. (a) After the Effective Time, upon surrender by the a Stockholder of her its Equity Interests together with a duly executed letter of transmittal in the form attached hereto as Exhibit D and the certificates, if any, evidencing such Equity Interests to the Company, the such Stockholder shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the such Stockholder is entitled (less such Stockholder’s respective portion of the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the a Stockholder shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificates, if any, evidencing such Equity Interests. (b) Notwithstanding any other provisions of this Agreement, dividends or other distributions payable on any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the a Stockholder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the StockholderStockholder of record, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Time. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Agreement by the Stockholder Stockholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the Stockholder’s Stockholders’ Representative.

Payment of Merger Consideration. (a) After the Effective Time, upon surrender by the Stockholder Equity Holder of her Equity Interests together with a duly executed letter of transmittal in the form attached hereto as Exhibit D A and the certificates, if any, evidencing such Equity Interests to the Company, the Stockholder Equity Holder shall be entitled to receive from the Company in exchange therefor the portion of the Merger Consideration to which the Stockholder Equity Holder is entitled (less the Indemnity Holdback Amount). Risk of loss and title to the Equity Interests of the Stockholder Equity Holder shall pass only upon delivery to the Company of such duly executed letter of transmittal and the certificates, if any, evidencing such Equity Interests. The full amount of the Indemnity Holdback Amount shall be retained from the Merger Consideration otherwise deliverable to the Equity Holder. (b) Notwithstanding any other provisions of this Merger Agreement, dividends or other distributions payable on any portion of the Merger Consideration after the Effective Time, but prior to the delivery of such portion of the Merger Consideration to the Stockholder Equity Holder pursuant to Section 1.09(a) above, shall be paid promptly by the Company to the StockholderEquity Holder of record, as set forth in Schedule 1.07, entitled to receive such portion of the Merger Consideration upon compliance with the procedures set forth in this Section, less the amount of any withholding taxes which may be required thereon as reasonably determined by the Company. At and after the Effective Time, there shall be no transfers on the applicable record books of the Equity Interests that are outstanding immediately prior to the Effective Time. (c) On the Merger Closing Date, the Company will deposit the Indemnity Holdback Amount with the Escrow Agent (as defined in the Escrow Agreement) in accordance with the terms and conditions of the Escrow Agreement. The approval of the Merger and this Merger Agreement by the Stockholder Equity Holder shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including without limitation the placement of the Indemnity Holdback Amount in escrow and the appointment of the StockholderEquity Holder’s RepresentativeRepresentative pursuant to the Contribution Agreement.