Right of REIT to Assume Sample Clauses

Right of REIT to Assume. (a) Notwithstanding the provisions of Section 11.1, the REIT may, in its sole and absolute discretion, assume and directly satisfy a Redemption Right. Upon satisfaction of the Redemption Right, the REIT shall acquire the Partnership Units specified in the Redemption Notice and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. In the event the REIT exercises its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any further amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of the Redemption Right. For federal income tax purposes, each of the Redeeming Partner, the Partnership, and the REIT shall treat the transaction between the REIT and the Redeeming Partner as a sale of the Redeeming Partner's Partnership Units to the REIT. Each Redeeming Partner agrees to execute such documents as the REIT may reasonably require in connection with the issuance of any Shares upon exercise of the Redemption Right. (b) If Shares are to be delivered, a Limited Partner's registration rights, if any, will be set forth in an agreement between the REIT and the Limited Partner detailing the nature and extent of any such registration rights.
Sample 1
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Right of REIT to Assume. Notwithstanding the provisions of Section 11.1, the REIT may, in its sole and absolute discretion, assume and directly satisfy a Redemption Right. Upon satisfaction of the Redemption Right, the REIT shall acquire the Partnership Units specified in the Redemption Notice and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. In the event the REIT exercises its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership, and the REIT shall treat the transaction between the REIT and the Redeeming Partner as a sale of the Redeeming Partner's Partnership Units to the REIT for federal income tax purposes. Each Redeeming Partner agrees to execute such documents as the REIT may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.
Sample 1
Right of REIT to Assume. Notwithstanding the provisions of Paragraph 2 of this Exhibit F, the REIT may, in its sole and absolute discretion, assume and directly satisfy a Redemption Right by paying the Redemption Amount. Upon satisfaction of the Redemption Amount, the REIT shall acquire the Class B Partnership Units specified in the Redemption Notice and such Units will automatically be converted to Class A Partnership Units and thereafter the REIT shall be treated for all purposes of this Agreement as the owner of such Partnership Units. In the event the REIT exercises its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership, and the REIT shall treat the transaction between the REIT and the Redeeming Partner as a sale of the Redeeming Partner's Partnership Units to the REIT for federal income tax purposes. Each redeeming Partner agrees to execute such documents as the REIT may reasonably require in connection with the issuance of Shares upon exercise of the Redemption Right.
Sample 1

Related to Right of REIT to Assume

  • Right of Refusal Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • Right of Review Once Lessor shall have finally determined said Operating, Utility and Energy or Real Estate Tax Costs at the expiration of a Lease Year, then as to the item so established, Lessee shall only be entitled to dispute said charge as finally established for a period of six (6) months after such charge is finally established, and Lessee specifically waives any right to dispute any such charge at the expiration of said six (6) month period.

  • Right of Re-Entry Upon the occurrence of a Default, Landlord may elect to terminate this Lease or, without terminating this Lease, terminate Tenant's right to possession of the Premises. Upon any such termination, Tenant shall immediately surrender and vacate the Premises and deliver possession thereof to Landlord. Tenant grants to Landlord the right to enter and repossess the Premises and to expel Tenant and any others who may be occupying the Premises and to remove any and all property therefrom, without being deemed in any manner guilty of trespass and without relinquishing Landlord's rights to Rent or any other right given to Landlord hereunder or by operation of law.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • Independent Nature of Rights and Obligations Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.

  • Right of Reimbursement Each Revolving Credit Lender agrees to reimburse the Issuing Lender on demand, pro rata in accordance with its respective Revolving Credit Percentage, for (i) the reasonable out-of-pocket costs and expenses of the Issuing Lender to be reimbursed by the Borrower pursuant to any Letter of Credit Agreement or any Letter of Credit, to the extent not reimbursed by the Borrower or any other Credit Party and (ii) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, fees, reasonable out-of-pocket expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Issuing Lender in any way relating to or arising out of this Agreement (including Section 3.6(c) hereof), any Letter of Credit, any documentation or any transaction relating thereto, or any Letter of Credit Agreement, to the extent not reimbursed by the Borrower, except to the extent that such liabilities, losses, costs or expenses were incurred by Issuing Lender as a result of Issuing Lender’s gross negligence or willful misconduct or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit.

  • Right of Repurchase To the extent provided in the Company's bylaws as amended from time to time, the Company shall have the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.

  • Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.

  • Right of Revocation Guarantor understands and agrees that Guarantor may revoke its future obligations under this Guaranty at any time by giving Bank written notice that Guarantor will not be liable hereunder for any indebtedness or obligations of Borrower incurred on or after the effective date of such revocation. Such revocation shall be deemed to be effective on the day following the day Bank receives such notice delivered either by: (a) personal delivery to the address and designated department of Bank identified in subparagraph 1(a) above, or (b) United States mail, registered or certified, return receipt requested, postage prepaid, addressed to Bank at the address shown in subparagraph 1 (a) above. Notwithstanding such revocation, Guarantor shall remain liable on its obligations hereunder until payment in full to Bank of (x) all of the Guaranteed Indebtedness that is outstanding on the effective date of such revocation, and any renewals and extensions thereof, and (y) all loans, advances and other extensions of credit made to or for the account of Borrower on or after the effective date of such revocation pursuant to the obligation of Bank under a commitment or agreement made to or with Borrower prior to the effective date of such revocation. The terms and conditions of this Guaranty, including without limitation the consents and waivers set forth in paragraph 7 hereof, shall remain in effect with respect to the Guaranteed Indebtedness described in the preceding sentence in the same manner as if such revocation had not been made by Guarantor.

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