Common use of Restrictions on Sale; Legend Clause in Contracts

Restrictions on Sale; Legend. The Contributor hereby acknowledges ---------------------------- that the Equity Securities are being issued and sold in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and that the Equity Securities have not been registered under the Securities Act. Except for any distributions of Equity Securities to the Distributees and without prejudice to the Contributor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective Registration Statement under the Securities Act or under an exemption from registration available under the Securities Act, the Contributor hereby agrees not to offer, sell, transfer or otherwise dispose of any of the Equity Securities it is issued pursuant to this Agreement in the absence of registration unless the Contributor delivers to the Company and the Operating Company an opinion of a lawyer experienced in securities matters and reasonably satisfactory to the Company and the Operating Company, in form and substance reasonably satisfactory to the Company and the Operating Company, to the effect that the proposed sale, transfer or other disposition may be effected without registration under the Securities Act and under applicable state securities or "blue sky" laws. The Contributor hereby further acknowledges that each certificate representing the Equity Securities shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY AND THE OPERATING COMPANY HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." The provisions of this Section 4.1(o) shall survive the Closing. -------------- (p) Accredited Investor; Investment Intent. The Contributor and each -------------------------------------- of its Distributees is an "accredited investor" as defined in Regulation D promulgated under the Securities Act. Any Equity Securities acquired by the Contributor or its Distributees will be so acquired for the Contributor's and its Distributees' own accounts for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, in violation of the Securities Act or state securities or "blue sky" laws, without prejudice, however, to the Contributor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective registration statement under the Securities Act or under an exemption from registration available under the Securities Act. The provisions of this Section 4.1(p) shall survive the Closing. --------------

Restrictions on Sale; Legend. The Contributor hereby acknowledges ---------------------------- that the Equity Securities are being issued and sold in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and that the Equity Securities have not been registered under the Securities Act. Except for any distributions of Equity Securities to the Distributees and without prejudice to the Contributor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective Registration Statement under the Securities Act or under an exemption from registration available under the Securities Act, the Contributor hereby agrees not to offer, sell, transfer or otherwise dispose of any of the Equity Securities it is issued pursuant to this Agreement in the absence of registration unless the Contributor delivers to the Company and the Operating Company Partnership an opinion of a lawyer experienced in securities matters and reasonably satisfactory to the Company and the Operating CompanyPartnership, in form and substance reasonably satisfactory to the Company and the Operating CompanyPartnership, to the effect that the proposed sale, transfer or other disposition may be effected without registration under the Securities Act and under applicable state securities or "blue sky" laws. The Contributor hereby further acknowledges that each certificate representing the Equity Securities shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY AND THE OPERATING COMPANY PARTNERSHIP HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANYPARTNERSHIP, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANYPARTNERSHIP, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." The provisions of this Section 4.1(o5.1(o) shall survive the Closing. -------------- (p) Accredited Investor; Investment Intent. The Contributor and each -------------------------------------- of its Distributees is an "accredited investor" as defined in Regulation D promulgated under the Securities Act. Any Equity Securities acquired by the Contributor or its Distributees will be so acquired for the Contributor's and its Distributees' own accounts for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, in violation of the Securities Act or state securities or "blue sky" laws, without prejudice, however, to the Contributor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective registration statement under the Securities Act or under an exemption from registration available under the Securities Act. The provisions of this Section 4.1(p) shall survive the Closing. --------------.

Restrictions on Sale; Legend. The Contributor Property Partnership hereby acknowledges ---------------------------- that the Equity Securities are being issued and sold in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and that the Equity Securities have not been registered under the Securities Act. Except for any distributions of Equity Securities to the Distributees and without prejudice to the ContributorProperty Partnership's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective Registration Statement under the Securities Act or under an exemption from registration available under the Securities Act, the Contributor Property Partnership hereby agrees not to offer, sell, transfer or otherwise dispose of any of the Equity Securities it is issued pursuant to this Agreement in the absence of registration unless the Contributor Property Partnership delivers to the Company and the Operating Company Partnership an opinion of a lawyer experienced in securities matters and reasonably satisfactory to the Company and the Operating CompanyPartnership, in form and substance reasonably satisfactory to the Company and the Operating CompanyPartnership, to the effect that the proposed sale, transfer or other disposition may be effected without registration under the Securities Act and under applicable state securities or "blue sky" laws. The Contributor Property Partnership hereby further acknowledges that each certificate representing the Equity Securities shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY AND THE OPERATING COMPANY PARTNERSHIP HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANYPARTNERSHIP, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANYPARTNERSHIP, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." The provisions of this Section 4.1(o5.1(o) shall survive the Closing. -------------- (p) Accredited Investor; Investment Intent. The Contributor and each -------------------------------------- of its Distributees is an "accredited investor" as defined in Regulation D promulgated under the Securities Act. Any Equity Securities acquired by the Contributor or its Distributees will be so acquired for the Contributor's and its Distributees' own accounts for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, in violation of the Securities Act or state securities or "blue sky" laws, without prejudice, however, to the Contributor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective registration statement under the Securities Act or under an exemption from registration available under the Securities Act. The provisions of this Section 4.1(p) shall survive the Closing. --------------applicable Closing indefinitely.

Restrictions on Sale; Legend. The Contributor hereby acknowledges ---------------------------- that the Equity Securities Units are being issued and sold in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and that the Equity Securities Units have not been registered under the Securities Act. Except for any distributions of Equity Securities Units to the Distributees and without prejudice to the Contributor's ’s and its Distributees' ’ rights at all times to sell or otherwise dispose of all or any part of the Equity Securities Units pursuant to an effective Registration Statement registration statement under the Securities Act or under an exemption from registration available under the Securities Act, the Contributor hereby agrees not to offer, sell, transfer or otherwise dispose of any of the Equity Securities Units it is issued pursuant to this Agreement in the absence of registration unless the Contributor delivers to the Company and the Operating Company Partnership an opinion of a lawyer experienced in securities matters and reasonably satisfactory to the Company and the Operating CompanyPartnership, in form and substance reasonably satisfactory to the Company and the Operating CompanyPartnership, to the effect that the proposed sale, transfer or other disposition may be effected without registration under the Securities Act and under applicable state securities or "“blue sky" ” laws. The Contributor hereby further acknowledges that each certificate representing the Equity Securities Units shall bear a legend in substantially the following form: "“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "“ACT"”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY AND THE OPERATING COMPANY PARTNERSHIP HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANYPARTNERSHIP, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANYPARTNERSHIP, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "“BLUE SKY" ” LAWS." The provisions of this Section 4.1(o) shall survive the Closing. -------------- (p) Accredited Investor; Investment Intent. The Contributor and each -------------------------------------- of its Distributees is an "accredited investor" as defined in Regulation D promulgated under the Securities Act. Any Equity Securities acquired by the Contributor or its Distributees will be so acquired for the Contributor's and its Distributees' own accounts for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, in violation of the Securities Act or state securities or "blue sky" laws, without prejudice, however, to the Contributor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective registration statement under the Securities Act or under an exemption from registration available under the Securities Act. The provisions of this Section 4.1(p) shall survive the Closing. --------------”

Restrictions on Sale; Legend. The Contributor Assignor hereby acknowledges ---------------------------- that the Equity Securities are being issued and sold in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and that the Equity Securities have not been registered under the Securities Act. Except for any distributions of Equity Securities to the Distributees and without prejudice to the ContributorAssignor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective Registration Statement under the Securities Act or under an exemption from registration available under the Securities Act, the Contributor Assignor hereby agrees not to offer, sell, transfer or otherwise dispose of any of the Equity Securities it is issued pursuant to this Agreement in the absence of registration unless the Contributor Assignor delivers to the Company and the Operating Company an opinion of a lawyer experienced in securities matters and reasonably satisfactory to the Company and the Operating Company, in form and substance reasonably satisfactory to the Company and the Operating Company, to the effect that the proposed sale, transfer or other disposition may be effected without registration under the Securities Act and under applicable state securities or "blue sky" laws. The Contributor Assignor hereby further acknowledges that each certificate representing the Equity Securities shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY AND THE OPERATING COMPANY HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANY, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANY, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." The provisions of this Section 4.1(o) shall survive the Closing. -------------- (p) Accredited Investor; Investment Intent. The Contributor and each -------------------------------------- of its Distributees is an "accredited investor" as defined in Regulation D promulgated under the Securities Act. Any Equity Securities acquired by the Contributor or its Distributees will be so acquired for the Contributor's and its Distributees' own accounts for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, in violation of the Securities Act or state securities or "blue sky" laws, without prejudice, however, to the Contributor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective registration statement under the Securities Act or under an exemption from registration available under the Securities Act. The provisions of this Section 4.1(p6.1(f) shall survive the Closing. --------------

Restrictions on Sale; Legend. The Contributor Assignor hereby acknowledges ---------------------------- that the Equity Securities are being issued and sold in a transaction not involving any public offering within the meaning of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and that the Equity Securities have not been registered under the Securities Act. Except for any distributions of Equity Securities to the Distributees and without prejudice to the ContributorAssignor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective Registration Statement under the Securities Act or under an exemption from registration available under the Securities Act, the Contributor Assignor hereby agrees not to offer, sell, transfer or otherwise dispose of any of the Equity Securities it is issued pursuant to this Agreement in the absence of registration unless the Contributor Assignor delivers to the Company and the Operating Company Partnership an opinion of a lawyer experienced in securities matters and reasonably satisfactory to the Company and the Operating CompanyPartnership, in form and substance reasonably satisfactory to the Company and the Operating CompanyPartnership, to the effect that the proposed sale, transfer or other disposition may be effected without registration under the Securities Act and under applicable state securities or "blue sky" laws. The Contributor Assignor hereby further acknowledges that each certificate representing the Equity Securities shall bear a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS 43 51 THE COMPANY AND THE OPERATING COMPANY PARTNERSHIP HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANYPARTNERSHIP, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE OPERATING COMPANYPARTNERSHIP, TO THE EFFECT THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS." The provisions of this Section 4.1(o7.1(i) shall survive the Closing. -------------- (p) Accredited Investor; Investment Intent. The Contributor and each -------------------------------------- of its Distributees is an "accredited investor" as defined in Regulation D promulgated under the Securities Act. Any Equity Securities acquired by the Contributor or its Distributees will be so acquired for the Contributor's and its Distributees' own accounts for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, in violation of the Securities Act or state securities or "blue sky" laws, without prejudice, however, to the Contributor's and its Distributees' rights at all times to sell or otherwise dispose of all or any part of the Equity Securities pursuant to an effective registration statement under the Securities Act or under an exemption from registration available under the Securities Act. The provisions of this Section 4.1(p) shall survive the Closing. --------------.