Common use of Restrictions and Conditions Clause in Contracts

Restrictions and Conditions. (a) The records of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP OP Units are subject to restrictions as set forth herein, in the Partnership Agreement Supplement and in the Partnership Agreement. (b) None of the LTIP OP Units awarded to the Grantee hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law, or redeemed in accordance with the Partnership Agreement or the Partnership Agreement Supplement (a) prior to vesting, (b) for a period of two (2) years beginning on the Date of Grant specified above other than in connection with a Change-in-Control, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act), and such disposition is in accordance with the applicable terms and conditions of the Partnership Agreement and the Partnership Agreement Supplement. In connection with any transfer of LTIP OP Units, the Company may require the transferor to provide at the Grantee's own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of LTIP OP Units not in accordance with the terms and conditions of this Section 1(b) shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP Units. (c) Except as otherwise provided in Section 2 hereof or elsewhere herein, if the Grantee's employment with the Company or its Affiliates is voluntarily or involuntarily terminated for any reason prior to vesting of the LTIP OP Units granted herein, the Grantee shall forfeit all LTIP OP Units that are not vested as of the date of such termination of employment.

Restrictions and Conditions. (a) The records of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP OP Units are subject to restrictions as set forth herein, in the Partnership Agreement Supplement Plan and in the Partnership Agreement. (b) None The LTIP Units granted herein will be fully vested upon grant, provided that if, at any time, the Grantee holds all or a portion of the LTIP OP Units awarded granted herein and there are no vested or unvested membership interests of the Grantee outstanding that entitle, or, if vested, would entitle, any member to an interest in such LTIP Units, then the Partnership shall have the right, at the discretion of the Administrator, to acquire such LTIP Units from the Grantee without consideration. The Grantee must promptly provide written notice to the Partnership in the event that there are no vested or unvested membership interests of the Grantee outstanding that entitle, or, if vested, would entitle, any member to an interest in any of the LTIP Units granted herein. The Partnership may exercise the right to acquire such LTIP Units without consideration by written notice to the Grantee hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or at any time after receiving the written notice from the Grantee described in any other manner disposed of, encumbered, whether voluntarily or by operation of law, or redeemed in accordance with the Partnership Agreement or the Partnership Agreement Supplement (a) preceding sentence and prior to vestingreceiving further notice from the Grantee that it has issued membership interest that, (b) for if vested, would entitle a period of two (2) years beginning on the Date of Grant specified above other than member to an interest in connection with a Change-in-Control, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act), and such disposition is in accordance with the applicable terms and conditions of the Partnership Agreement and the Partnership Agreement Supplement. In connection with any transfer of LTIP OP Units, the Company may require the transferor to provide at the Grantee's own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of LTIP OP Units not in accordance with the terms and conditions of this Section 1(b) shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP Units. (c) Except as otherwise provided in Section 2 hereof or elsewhere herein, if the Grantee's employment with the Company or its Affiliates is voluntarily or involuntarily terminated for any reason prior to vesting of the LTIP OP Units granted herein, the Grantee shall forfeit all LTIP OP Units that are not vested as of the date of such termination of employment.

Restrictions and Conditions. (a) The records of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP OP Units are subject to restrictions as set forth herein, in the Partnership Agreement Supplement herein and in the Partnership Agreement. (b) None of the LTIP OP Units awarded to the Grantee hereunder shall granted herein may not be sold, assigned, transferred, pledgedpledged or otherwise encumbered or disposed of by the Grantee prior to the expiration of the forfeiture period applicable to such LTIP Units, hypothecatedand thereafter, given away or in any other manner disposed of, encumbered, whether voluntarily or only to the extent permitted by operation of law, or redeemed in accordance with the Partnership Agreement or the Partnership Agreement Supplement (a) prior to vesting, (b) for a period of two (2) years beginning on the Date of Grant specified above other than in connection with a Change-in-Control, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act), and such disposition is in accordance with the applicable terms and conditions of the Partnership Agreement and the Partnership Agreement Supplement. In connection with any transfer of LTIP OP Units, the Company may require the transferor to provide at the Grantee's own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of LTIP OP Units not in accordance with the terms and conditions of this Section 1(b) shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP UnitsAgreement. (c) Except as otherwise provided in Section 2 hereof or elsewhere hereinSubject to the terms of the Grantee’s employment agreement, if any, if the Grantee's ’s employment with the Company or and its Affiliates subsidiaries is voluntarily or involuntarily terminated for any reason prior to vesting the end of the forfeiture period for the LTIP OP Units granted herein, the Partnership shall cause the forfeitable LTIP Units to be forfeited by the Grantee or the Grantee’s legal representative. The Partnership shall forfeit all LTIP OP Units that are not vested as provide written notice of the date of forfeiture to the Grantee or the Grantee’s legal representative not later than 90 days following such termination of employment. The parties agree that any forfeited LTIP Units shall represent liquidated damages resulting from the event causing the forfeiture. Notwithstanding the provisions of this Section 2(c), in the event that the Grantee ceases for any reason to be employed by the Company and its affiliates but remains a director of the Company or is engaged within 10 days of such Grantee’s termination as a consultant or other service provider to the Company or the Partnership pursuant to a written agreement, then the forfeiture periods on such Grantee’s LTIP Units shall continue to expire, uninterrupted, pursuant to Section 3 below until such time as Grantee is no longer a director of the Company or engaged as a consultant or other service provider to the Company or the Partnership at which time all remaining forfeitable LTIP Units shall be forfeited by such Grantee.

Restrictions and Conditions. (a) The records of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP OP Units are subject to restrictions as set forth herein, in the Partnership Agreement Supplement herein and in the Partnership Agreement. (b) None of the LTIP OP Units awarded to the Grantee hereunder shall granted herein may not be sold, assigned, transferred, pledged, hypothecated, given away pledged or in any other manner otherwise encumbered or disposed of, encumbered, whether voluntarily or of by operation of law, or redeemed in accordance with the Partnership Agreement or the Partnership Agreement Supplement (a) Grantee prior to vesting, (b) for a period of two (2) years beginning on the Date of Grant specified above other than in connection with a Change-in-Control, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act), and such disposition is in accordance with the applicable terms and conditions expiration of the Partnership Agreement and the Partnership Agreement Supplement. In connection with any transfer of forfeiture period applicable to such LTIP OP Units, the Company may require the transferor to provide at the Grantee's own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of LTIP OP Units not in accordance with the terms and conditions of this Section 1(b) shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP Units. (c) Except as otherwise provided in Section 2 hereof or elsewhere hereinSubject to the terms of the Grantee’s employment agreement, if any, if the Grantee's ’s employment with the Company or and its Affiliates affiliates is voluntarily or involuntarily terminated for any reason prior to vesting the end of the forfeiture period for the LTIP OP Units granted herein, the Grantee Partnership shall forfeit all LTIP OP Units that are not vested as have the right, at the discretion of the date Committee, to cause the forfeitable LTIP Units to be forfeited by the Grantee or the Grantee’s legal representative. The Partnership must exercise such right of forfeiture by written notice to the Grantee or the Grantee’s legal representative not later than 90 days following such termination of employment. The parties agree that any forfeited LTIP Units shall represent liquidated damages resulting from the event causing the forfeiture. Notwithstanding the provisions of this Section 2(c), in the event that the Grantee ceases for any reason to be employed by the Company and its affiliates but remains a director of the Company or is engaged within 10 days of such Grantee’s termination as a consultant or other service provider to the Company or the Partnership pursuant to a written agreement, then the forfeiture periods on such Grantee’s LTIP Units shall continue to expire, uninterrupted, pursuant to Section 3 below until such time as Grantee is no longer a director of the Company or engaged as a consultant or other service provider to the Company or the Partnership at which time all remaining forfeitable LTIP Units shall be forfeited by such Grantee.

Restrictions and Conditions. (a) The records of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP OP Units are subject to restrictions as set forth herein, in the Partnership Agreement Supplement Plan and in the Partnership Agreement. (b) None of the LTIP OP Units awarded to the Grantee hereunder shall granted herein may not be sold, assigned, transferred, pledgedpledged or otherwise encumbered or disposed of by the Grantee, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law, or redeemed in accordance with the Partnership Agreement or the Partnership Agreement Supplement (a) prior to vesting, (b) for a period of two (2) years beginning on the Date of Grant specified above other than in connection with a Change-in-Control, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act), and such disposition is in accordance with the applicable terms and conditions there are vested membership interests of the Partnership Agreement and the Partnership Agreement Supplement. In connection with any transfer of Grantee outstanding that entitle a member to a interest in such LTIP OP Units, the Company may require the transferor to provide at the Grantee's own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of LTIP OP Units not in accordance with the terms and conditions of this Section 1(b) shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP Units. (c) Except as otherwise The LTIP Units granted herein will be fully vested upon grant, provided in Section 2 hereof that if, at any time, the Grantee holds all or elsewhere herein, if the Grantee's employment with the Company or its Affiliates is voluntarily or involuntarily terminated for any reason prior to vesting a portion of the LTIP OP Units granted herein and there are no vested or unvested membership interests of the Grantee outstanding that entitle, or, if vested, would entitle, any member to an interest in such LTIP Units, then the Partnership shall have the right, at the discretion of the Administrator, to acquire such LTIP Units from the Grantee. The Grantee must promptly provide written notice to the Partnership in the event that there are no vested or unvested membership interests of the Grantee outstanding that entitle, or, if vested, would entitle, any member to an interest in any of the LTIP Units granted herein, . The Partnership may exercise the right to acquire such LTIP Units by written notice to the Grantee shall forfeit all at any time after receiving the written notice from the Grantee described in the preceding sentence and prior to receiving further notice from the Grantee that it has issued membership interest that, if vested, would entitle a member to an interest in such LTIP OP Units that are not vested as of the date of such termination of employmentUnits.

Restrictions and Conditions. The Restricted Stock shall be subject to the following restrictions and conditions: (ai) The records period of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, restriction with respect to the effect that such LTIP OP Units are subject to restrictions shares of Restricted Stock (the “Restriction Period”) shall begin on the date hereof and shall end on each successive anniversary (each, a “Vesting Date”), [if and as set forth hereinemployment continues], in the Partnership Agreement Supplement amount of shares on [insert date], shares on [insert date] and shares on [insert date]. Subject to the provisions of the Plan and this Agreement, during the Restriction Period, except as may otherwise be permitted by the Committee (after consideration of, among other things, any applicable securities and tax law considerations) in connection with the Partnership AgreementGrantee’s trust or estate planning, the Grantee shall not be permitted voluntarily or involuntarily to sell, assign, transfer, or otherwise encumber or dispose of shares of Restricted Stock awarded under the Plan. (bii) None Except as provided in the foregoing clause (i), the Grantee shall have, in respect of the LTIP OP Units awarded Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the underlying shares. The Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restrictions) which have not been forfeited. Certificates for shares of Common Stock (not subject to restrictions) shall be delivered to the Grantee hereunder promptly after, and only after, the Restriction Period shall lapse without forfeiture in respect of such shares. (iii) Except as may be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law, or redeemed provided in accordance with clause (i) above, upon the Partnership Agreement or the Partnership Agreement Supplement (a) prior to vesting, (b) for a period of two (2) years beginning on the Date of Grant specified above other than in connection with a Change-in-Control, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act), and such disposition is in accordance with the applicable terms and conditions termination of the Partnership Agreement and the Partnership Agreement Supplement. In connection with any transfer of LTIP OP Units, the Company may require the transferor to provide at the Grantee's own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of LTIP OP Units not in accordance with the terms and conditions of this Section 1(b) shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP Units. (c) Except as otherwise provided in Section 2 hereof or elsewhere herein, if the Grantee's ’s employment with the Company or and its Affiliates is voluntarily or involuntarily terminated for any reason prior by the Company and its Affiliates or by the Grantee during the Restriction Period, all shares of Restricted Stock still subject to vesting restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) Upon each Vesting Date, the Company shall pay the Grantee an additional cash amount, intended to serve generally as a tax gross-up, equal to % of the LTIP OP Units granted herein, the Grantee shall forfeit all LTIP OP Units that are not vested as value of the date of such termination of employmentshares then included in the Grantee’s taxable income.]

Restrictions and Conditions. (a) The records of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, Restricted Stock awarded pursuant to the effect that such LTIP OP Units are subject to restrictions as set forth herein, in the Partnership Agreement Supplement and in the Partnership Agreement. (b) None of the LTIP OP Units awarded to the Grantee hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law, or redeemed in accordance with the Partnership Agreement or the Partnership Agreement Supplement (a) prior to vesting, (b) for a period of two (2) years beginning on the Date of Grant specified above other than in connection with a Change-in-Control, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act), and such disposition is in accordance with the applicable terms and conditions of the Partnership this Agreement and the Partnership Agreement Supplement. In connection with any transfer of LTIP OP UnitsPlan shall be subject to the following restrictions and conditions: (i) Subject to clauses (iii) and (iv) below, the Company may require period of restriction with respect to Shares granted hereunder (the transferor “Restriction Period”) shall begin on the Effective Date and lapse on the following schedule: __________________ __________________ __________________ For purposes of the Plan and this Agreement, Shares with respect to provide at which the Grantee's own expense an opinion of counsel Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the Restriction Period with respect to such Shares shall only lapse as to whole Shares. Subject to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of LTIP OP Units not in accordance with the terms and conditions of this Section 1(b) shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP Units. (c) Except as otherwise provided in Section 2 hereof or elsewhere herein, if the Grantee's employment with the Company or its Affiliates is voluntarily or involuntarily terminated for any reason prior to vesting provisions of the LTIP OP Units granted hereinPlan and this Agreement, during the Restriction Period, the Grantee shall forfeit all LTIP OP Units that are not vested be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate, alienate, encumber or assign Shares of Restricted Stock awarded under the Plan (or have such Shares attached or garnished). (ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in the Plan, the Grantee shall have, in respect of the date Shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the Shares. Unless otherwise provided by the Committee, the Grantee shall be entitled to receive any cash dividends on any shares of Restricted Stock (whether or not then subject to restriction) which have not been forfeited. Shares (not subject to restrictions) shall be delivered (or otherwise be deliverable) to the Grantee promptly after, and only after, such Shares have vested (i.e., at such time as the Restriction Period shall lapse with respect thereto) without forfeiture in respect of such Shares. (iii) Subject to clause (iv) below, upon the Grantee’s Termination of Service by the Company for Cause or by the Grantee’s termination for any reason, during the Restriction Period, then all Shares still subject to restriction shall thereupon, and with no further action, be forfeited by the Grantee. (iv) In the event the Grantee has a Termination of employmentService on account of death, Disability or Retirement or on account of Termination of Service by the Company for any reason other than for Cause, during the Restriction Period, then restrictions under the Plan will immediately lapse on all Restricted Stock.

Restrictions and Conditions. (a) The records of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP OP Units are subject to restrictions as set forth herein, in the Partnership Agreement Supplement and in the Partnership Agreement. (b) None of the LTIP OP Units Restricted Shares awarded to the Grantee hereunder shall be soldsubject to the following restrictions and conditions: (i) During the period of restriction with respect to Shares granted hereunder (the “Restriction Period”), assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether the Grantee shall not be permitted voluntarily or by operation involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or assign the Shares (or have such Shares attached or garnished); provided, however, that the Grantee may transfer the Shares to a trust established for the sole benefit of lawthe Grantee’s immediate family so long as, or redeemed in accordance with the Partnership Agreement or the Partnership Agreement Supplement (a) prior to vestingsuch transfer, such trust delivers a written instrument to the Company pursuant to which such trust agrees to be bound by the Restriction Period to the same extent as the Grantee. Subject to clause (biii) for a period of two (2) years beginning below, the Restriction Period shall begin on the Date of Grant specified above other than in connection with a Change-in-Controldate hereof and lapse . Notwithstanding the foregoing, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitationotherwise expressly provided by the Committee, the Securities Act)Restriction Period with respect to such Shares shall only lapse as to whole Shares. (ii) During the Restriction Period, and such disposition is the Grantee shall have, in accordance with the applicable terms and conditions respect of the Partnership Agreement and Restricted Shares, all of the Partnership Agreement Supplement. In connection with any transfer rights of LTIP OP Units, the Company may require the transferor to provide at the Grantee's own expense an opinion a holder of counsel to the transferor, satisfactory to common shares of beneficial interest of the Company, that including the right to vote the Shares and the right to receive dividends as and when such transfer is in compliance with all foreign, federal dividends are declared and state securities laws paid by the Company (including, without limitation, or as soon as practicable thereafter). (iii) The effect on the Securities Act). Any attempted disposition Restriction Period of LTIP OP Units not in accordance a termination of the Grantee’s service with the terms Company and conditions of this Section 1(ba Change in Control (as defined in the Plan) shall be null and void, and governed by the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP Units. (c) Except as otherwise provided in Section 2 hereof or elsewhere hereinPlan. In addition, if the Grantee's employment ’s service with the Company or its Affiliates is voluntarily or involuntarily terminated by the Company for any reason prior Cause (as defined in the Plan), then all Shares still subject to vesting of restriction shall thereupon, and with no further action, be forfeited by the LTIP OP Units granted herein, the Grantee shall forfeit all LTIP OP Units that are not vested as of the date of such termination of employmentGrantee.

Restrictions and Conditions. (a) The records of the Partnership evidencing the LTIP OP Units granted herein shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP OP Units are subject to restrictions as set forth herein, in the Partnership Agreement Supplement ALP Amendment and in the Partnership Agreement. (b) None of the LTIP OP Units awarded to the Grantee hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law, or redeemed in accordance with the Partnership Agreement or the Partnership Agreement Supplement ALP Amendment (a) prior to vesting, (b) for a period of two (2) years beginning on the Date of Grant specified above other than in connection with a Change-in-Control, or (c) unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act), and such disposition is in accordance with the applicable terms and conditions of the Partnership Agreement and the Partnership Agreement SupplementALP Amendment. In connection with any transfer of LTIP OP Units, the Company may require the transferor to provide at the Grantee's own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Securities Act). Any attempted disposition of LTIP OP Units not in accordance with the terms and conditions of this Section 1(b2(b) shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any LTIP OP Units as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any LTIP OP Units. (c) Except as otherwise provided in Section 2 3 hereof or elsewhere herein, if the Grantee's employment with the Company or its Affiliates is voluntarily or involuntarily terminated for any reason prior to vesting of the LTIP OP Units granted herein, the Grantee shall forfeit all LTIP OP Units that are not vested as of the date of such termination of employment.