Common use of UPREIT Agreement; Other Informational Materials Clause in Contracts

UPREIT Agreement; Other Informational Materials. For purposes hereof, the term “UPREIT Agreement” shall mean the form of limited partnership agreement upon which Acquiror and Contributor have agreed on or prior to the date hereof and that shall be filed by Acquiror as an exhibit to a Current Report on Form 8-K within four (4) business days following the date hereof. Contributor hereby acknowledges and agrees that the ownership of LP Units by it and its respective rights and obligations as a limited partner of the UPREIT (including, without limitation, its right to transfer, encumber, pledge and exchange LP Units) shall be subject to all of the express limitations, terms, provisions and restrictions set forth in this Agreement and in the UPREIT Agreement. (In the event that there are any LP Unit Recipients in addition to Contributor, then Contributor shall cause such LP Unit Recipients to execute a joinder to this Agreement for purposes of acknowledging their agreement to be bound by the provisions of this Section 3.4 and any and all other appropriate provisions of this Agreement upon which Acquiror and Contributor mutually and reasonably agree, including, but not limited to, any representations and warranties made by Contributor that should also be appropriately made by the LP Unit Recipients.). Contributor and the other LP Unit Recipients hereby covenant and agree that, at Closing, they shall execute any and all documentation reasonably required by the UPREIT and the REIT to formally memorialize the foregoing (collectively, the “UPREIT Agreement Adoption Materials”). Contributor and the other LP Unit Recipients acknowledge that they have received and reviewed, or shall receive and review, prior to the Closing Date, the following: (i) Acquiror’s Annual Report on Form 10-K for the year ended December 31, 2014; (ii) Acquiror’s Quarterly Reports on Form 10-Q for the quarters ended April 30, 2015 and June 30, 2015 (assuming the filing thereof prior to the Closing); (iii) Current Reports on Form 8-K of Acquiror since January 1, 2015; (iv) the UPREIT Agreement; and, (v) Resolutions of the Board of Directors of Acquirer. Contributor and the other LP Unit Recipients acknowledge that they: (a) have had an opportunity to conduct a due diligence review of the affairs of Acquiror; and (b) have been afforded the opportunity to ask questions of, and receive additional information from, Acquiror regarding the REIT and the UPREIT.

UPREIT Agreement; Other Informational Materials. For purposes hereof, the term “UPREIT Agreement” shall mean the form of limited partnership agreement upon which Acquiror and Contributor have agreed on or prior to the date hereof and that shall be filed by Acquiror as an exhibit to a Current Report on Form 8-K within four (4) business days following the date hereof. Contributor hereby acknowledges and agrees that the ownership of LP Units by it and its respective rights and obligations as a limited partner of the UPREIT (including, without limitation, its right to transfer, encumber, pledge and exchange LP Units) shall be subject to all of the express limitations, terms, provisions and restrictions set forth in this Agreement and in the UPREIT Agreement. (In the event that there are any LP Unit Recipients in addition to Contributor, then Contributor shall cause such LP Unit Recipients to execute a joinder to this Agreement for purposes of acknowledging their agreement to be bound by the provisions of this Section 3.4 and any and all other appropriate provisions of this Agreement upon which Acquiror and Contributor mutually and reasonably agree, including, but not limited to, any representations and warranties made by Contributor that should also be appropriately made by the LP Unit Recipients.). ) In that regard, Contributor and the other LP Unit Recipients hereby covenant and agree that, at Closing, they shall execute any and all documentation reasonably required by the UPREIT and the REIT to formally memorialize the foregoing (collectively, the “UPREIT Agreement Adoption Materials”). Contributor and the other LP Unit Recipients acknowledge that they have received and reviewed, or shall receive and review, prior to the Closing Date, the following: (i) Acquiror’s Annual Report on Form 10-K for the year ended December 31, 20142005; (ii) Acquiror’s Quarterly Reports on Form 10-Q for the quarters ended April 30March 31, 2015 and 2006, June 30, 2015 2006 and September 30, 2006 (assuming the filing thereof prior to the Closing); (iii) Acquiror’s Notice of Annual Meeting of Stockholders and Proxy Statement in connection with Acquiror’s 2005 Annual Meeting of Stockholders; (iv) Current Reports on Form 8-K of Acquiror since January 1, 20152006; (ivv) the UPREIT Agreement and (vi) Acquiror’s proxy statement and all additional proxy solicitation materials in connection with Acquiror’s special meeting of stockholders to approve the transactions contemplated in the Master Agreement; and, (v) Resolutions of the Board of Directors of Acquirer. Contributor and the other LP Unit Recipients acknowledge that they: (a) have had an opportunity to conduct a due diligence review of the affairs of Acquiror; and (b) have been afforded the opportunity to ask questions of, and receive additional information from, Acquiror regarding the REIT and the UPREIT.