Standstill/Exclusivity Sample Clauses

Standstill/Exclusivity. (a) Each of the Voting Members (as of the Effective Date) agrees, for itself, its Affiliated Guarantor, and the Controlled Affiliates of either (collectively as to each Voting Member, the “Restricted Entity”), that, except as otherwise expressly set forth in this Section 8.3, no such Restricted Entity shall acquire any ownership or economic interest in all or any portion of the Property, any Adjacent Property or any indebtedness of the Company, including the Financing, or participate, directly or indirectly in the acquisition, financing, development and/or disposition of all or any portion of the Property or any Adjacent Property (any such ownership or economic interest or participation is referred to herein as a “Specified Investment”), except through the Company; provided, however, that if the Voting Members are presented with an opportunity for the Company to invest or participate in any such Specified Investment, and the Requisite Approval for such investment or participation is not obtained for such Specified Investment, then any Restricted Entity may do so on terms that are not materially more favorable to such Restricted Entity than the terms presented to the Company; provided, further, however, that for purposes of this Section 8.3 only, (i) with respect to MSD Member, the term “Affiliated Guarantor” shall instead only refer to MSD Real Estate Investments, L.P. and MSD Real Estate Investments II, L.P., and (ii) with respect to Five Point Member, the term “Affiliated Guarantor” shall include Five Point Holdings, LLC. (b) Notwithstanding anything to the contrary in Section 8.3(a): (i) a Voting Member shall not be in breach of the provisions of Section 8.3(a) if such breach arises solely as a result of a Restricted Entity having a direct or indirect non-controlling minority interest in an Entity that directly or indirectly holds or acquires a Specified Investment (such non-controlling minority interest, an “Adverse Interest”) so long as neither any Parent Company of such Restricted Entity (if the Restricted Entity is a Voting Member) nor such Restricted Entity took affirmative action to vote in favor of or otherwise affirmatively participate in the acquisition of such Specified Investment by such Entity, and provided further that no Restricted Entity (i) takes any affirmative action (including through the Vote of such Voting Member) or (ii) actively encourages or requests the Entity owning such Adverse Interest to take any action with respect to or ar...