EXHIBIT 10.3
[FORM OF]
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of ____________________, 1998 by and between LaSalle Hotel Properties, a
Maryland real estate investment trust (the "Company"), and the holders of Rights
listed on Schedule A hereto and each of the permitted assignees thereof
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(individually, a "Holder").
WHEREAS, on the date hereof, the Holders are receiving rights ("Rights") to
purchase common shares of beneficial interest, par value $.01 per share ("Common
Shares") of the Company;
WHEREAS, in connection therewith, the Company has agreed to grant to
Holders the Registration Rights (as defined in Section 1 hereof);
NOW, THEREFORE, the parties hereto, in consideration of the foregoing, the
mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, hereby agree as follows:
SECTION 1. REGISTRATION RIGHTS
If Holder receives Common Shares upon exercise of the Rights pursuant to
the terms thereof, the Company shall register the Common Shares for sale by the
Holder, subject to the terms and conditions set forth herein (the "Registration
Rights").
1.1 Demand Registration Rights.
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1.1(a) Registration Procedure. Subject to Sections 1.1(c) and 1.2
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hereof, if Holder desires to exercise its Registration Rights with respect to
the Common Shares underlying the Rights, Holder shall deliver to the Company a
written notice (a "Registration Notice") informing the Company of such exercise
and specifying the number of shares to be registered for resale by Holder (such
shares being referred to herein as the "Registrable Securities"). Such notice
may be given at any time on or after the date which is ten (10) business days
prior to the date a notice of exercise is delivered by Holder to the Company
pursuant to the Right, but must be given at least ten (10) business days prior
to the consummation of the sale of Registrable Securities. Upon receipt of the
Registration Notice, the Company, if it has not already caused the Registrable
Securities to be included as part of an existing effective shelf registration
statement and related prospectus (the "Shelf Registration Statement") that the
Company then has on file with the Securities and Exchange Commission and which
is available for use by Holder in connection with the offer and sale of
Registrable Securities (in which event the Company shall be deemed to have
satisfied its registration obligation under this Section 1.1),
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will cause to be filed with the Securities and Exchange Commission (the "SEC")
as soon as reasonably practicable (but not later than 30 days) after receiving
the Registration Notice a new registration statement and related prospectus
pursuant to Rule 415 (or any successor provision) under the Securities Act of
1933, as amended (the "Act") (a "New Registration Statement"), that complies as
to form in all material respects with applicable SEC rules providing for the
offer and sale by Holder of the Registrable Securities, and agrees (subject to
Section 1.2 hereof) to use its best efforts to cause such New Registration
Statement to be declared effective by the SEC as soon as practicable. (As used
herein, "Registration Statement" and "Prospectus" refer to the Shelf
Registration Statement and related prospectus (including any preliminary
prospectus and any supplement of any prospectus filed pursuant to Rule 424 or
Rule 430A) or the New Registration Statement and related prospectus (including
any preliminary prospectus and any supplement of any prospectus filed pursuant
to Rule 424 or Rule 430A), whichever is utilized by the Company to satisfy
Holder's Registration Rights pursuant to this Section 1, including in each case
any documents incorporated therein by reference). Holder agrees to provide in a
timely manner information regarding the proposed distribution by Holder of the
Registrable Securities and such other information reasonably requested by the
Company in connection with the preparation of and for inclusion in the
Registration Statement. The Company agrees (subject to Section 1.2 hereof) to
use its best efforts to keep the Registration Statement effective (including the
preparation and filing of any amendments and supplements necessary for that
purpose) until the earlier of (i) the date on which Holder consummates the sale
of all of the Registrable Securities registered under the Registration
Statement, or (ii) the date on which all of the Registrable Securities are
eligible for sale by Holder pursuant to Rule 144(k) (or any successor provision)
or in a single transaction pursuant to Rule 144(e) (or any successor provision)
under the Securities Act of 1933, as amended (the "Act") provided that Rule 144
is then available for offers and sales of the Registrable Securities by Holder.
The Company agrees to provide to Holder a reasonable number of copies of the
final Prospectus and any amendments or supplements thereto.
1.1(b) Offers and Sales. All offers and sales by Holder under the
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Registration Statement referred to in this Section 1.1 shall be completed within
the period during which the Registration Statement is required to remain
effective pursuant to Section 1.1(a), and upon expiration of such period Holder
will not offer or sell any Registrable Securities under the Registration
Statement. If directed by the Company, Holder will return all undistributed
copies of the Prospectus in its possession upon the expiration of such period.
1.1(c) Limitations on Registration Rights. Each exercise of a
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Registration Right shall be with respect to a minimum of the lesser of (i) Fifty
Thousand (50,000) Common Shares or (ii) the total number of Common Shares that
may be issued upon exercise of the Rights held by Holder. The rights of Holder
to deliver a Registration Notice commences upon the date a Holder is permitted
to exercise the Rights pursuant to their terms. The right of Holder to deliver
a Registration Notice shall expire on the date on which all of the Rights then
held by Holder or issuable upon exercise of the Rights held by Holder are
eligible for sale pursuant to Rule 144(k) (or any successor provision). The
Registration Rights granted pursuant to this Section 1.1 may not be exercised in
connection with any underwritten public offering by the Company or by Holder
without the prior written consent of the Company.
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1.2 Suspension of Offering. Upon receipt of notice from the Company,
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either before or after a Holder has delivered a Registration Notice, that a
negotiation or consummation of a transaction by the Company or its subsidiaries
is pending or an event has occurred, which negotiation, consummation or event
would require additional disclosure by the Company in the Registration Statement
of material information which the Company has a bona fide business purpose for
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keeping confidential and the nondisclosure of which in the Registration
Statement would, in the reasonable opinion of counsel to the Company, cause the
Registration Statement to fail to comply with applicable disclosure requirements
(a "Materiality Notice"), Holder agrees that it will immediately discontinue
offers and sales of the Registrable Securities under the Registration Statement
until Holder receives copies of a supplemented or amended Prospectus that
corrects the misstatement(s) or omission(s) referred to above; provided, that
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the Company may require the Holder to suspend such offers and sales for such
reason for no more than sixty (60) days after delivery of the Materiality Notice
at any one time (the "Suspension Period"). If so directed by the Company,
Holder will deliver to the Company all copies of the Prospectus covering the
Registrable Securities current at the time of receipt of such notice. The
Company shall take all actions necessary (including the preparation of any
amendment to the Registration Statement or supplement to the Prospectus such
that immediately following the earlier of (i) the public disclosure of the
information giving rise to such Materiality Notice or (ii) the end of the
Suspension Period, the Registration Statement is available for offers and sales
of the Registrable Securities.
1.3 Expenses. The Company shall pay all expenses incident to the
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performance by it of its registration obligations under this Section 1,
including (i) all stock exchange, SEC and state securities registration, listing
and filing fees, (ii) all expenses incurred in connection with the preparation,
printing and distributing of the Registration Statement and Prospectus, and
(iii) fees and disbursements of counsel for the Company and of the independent
public accountants of the Company. Holder shall be responsible for the payment
of any brokerage and sales commissions, fees and disbursements of Holder's
counsel, and any transfer taxes relating to the sale or disposition of the
Registrable Securities by Holder.
1.4 Qualification. The Company agrees to use its best efforts to register
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or qualify the Registrable Securities by the time the applicable Registration
Statement is declared effective by the SEC under all applicable state securities
or "blue sky" laws of such jurisdictions as Holder shall reasonably request in
writing, to keep each such registration or qualification effective during the
period such Registration Statement is required to be kept effective or during
the period offers or sales are being made by Holder after delivery of a
Registration Notice to the Company, whichever is shorter, and to do any and all
other acts and things which may be reasonably necessary or advisable to enable
Holder to consummate the disposition in each such jurisdiction of the
Registrable Securities owned by Holder; provided, however, that the Company
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shall not be required to (x) qualify generally to do business in any
jurisdiction or to register as a broker or dealer in such jurisdiction where it
would not otherwise be required to qualify but for this Section 1.1, (y) subject
itself to taxation in any such jurisdiction, or (z) submit to the general
service of process in any such jurisdiction.
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2. INDEMNIFICATION
2.1 Indemnification by the Company. The Company agrees to indemnify and
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hold harmless each Holder and each person, if any, who controls any Holder
within the meaning of Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as follows:
(a) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto)
pursuant to which the Registrable Securities were registered under the
Act, including all documents incorporated therein by reference, or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of or based upon any untrue statement or
alleged untrue statement of a material fact contained in any
Prospectus (or any amendment or supplement thereto), including all
documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading or any violation by the Company
of the Act, the Exchange Act or any state securities laws applicable
to the Company and relating to any action or inaction required of the
Company in connection with the registration or qualification of the
Registrable Securities.
(b) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company which shall not be
unreasonably withheld or delayed or otherwise in accordance with (S)
2.3; and
(c) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel), reasonably
incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency
or body, commenced or threatened, in each case whether or not a party,
or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the
extent that any such expense is not paid under subparagraph (a) or (b)
above;
provided, however, that the indemnity provided pursuant to this Section 2.1 does
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not apply to any Holder with respect to any loss, liability, claim, damage or
expense to the extent arising out of
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(i) any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with written information furnished to
the Company by such Holder expressly for use in the Registration Statement (or
any amendment thereto) or the Prospectus (or any amendment or supplement
thereto), or (ii) such Holder's failure to deliver an amended or supplemented
Prospectus if such loss, liability, claim, damage or expense would not have
arisen had such delivery occurred and the Company had previously provided to the
Holder such amended or supplemental Prospectus for use in connection with the
offer and sale of the Registrable Securities.
2.2 Indemnification by Holder. Holder (and each permitted assignee
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of Holder, on a several basis) agrees to indemnify and hold harmless the
Company, and each of its trustees and officers (including each trustee and
officer of the Company who signed a Registration Statement), and each person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, as follows:
(a) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto)
pursuant to which the Registrable Securities were registered under the
Securities Act, including all documents incorporated therein by
reference, or the omission or alleged omission therefrom of a material
fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto, including all
documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(b) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding
by any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is
effected with the written consent of Holder which shall not be
unreasonably withheld or delayed or otherwise in accordance with (S)
2.3; and
(c) against any and all expense whatsoever, as incurred
(including reasonable fees and disbursements of counsel), reasonably
incurred in investigating, preparing or defending against any
litigation, or investigation or proceeding by any governmental agency
or body, commenced or threatened, in each case whether or not a party,
or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission,
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to the extent that any such expense is not paid under subparagraph (a)
or (b) above;
provided, however, that the indemnity provided pursuant to this Section 2.1
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shall only apply with respect to any loss, liability, claim, damage or expense
to the extent arising out of (i) any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by Holder expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto), or (ii) Holder's failure to deliver an amended
or supplemental Prospectus if such loss, liability, claim, damage or expense
would not have arisen had such delivery occurred and the Company had previously
provided to the Holder such amended or supplemented Prospectus for use in
connection with the offer and sale of the Registrable Securities.
Notwithstanding the provisions of this Section 2.2, Holder and any permitted
assignee shall not be required to indemnify the Company, its officers, trustees
or control persons with respect to any aggregate amount in excess of the amount
of the total proceeds received by Holder or such permitted assignee, as the case
may be, from sales of the Registrable Securities of Holder giving rise to such
indemnification obligation, and no Holder shall be liable under this Section 2.2
for any statements or omissions of any other Holder.
2.3 Conduct of Indemnification Proceedings. The indemnified party
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shall give reasonably prompt notice to the indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify the indemnifying party (i) shall not relieve
it from any liability which it may have under the indemnity agreement provided
in Section 2.1 or 2.2 above, unless and to the extent it did not otherwise learn
of such action and the lack of notice by the indemnified party results in the
forfeiture by the indemnifying party of substantial rights and defenses, and
(ii) shall not, in any event, relieve the indemnifying party from any
obligations to the indemnified party other than the indemnification obligation
provided under Section 2.1 or 2.2 above. If the indemnifying party so elects
within a reasonable time after receipt of such notice, the indemnifying party
may assume the defense of such action or proceeding at such indemnifying party's
own expense with counsel chosen by the indemnifying party and approved by the
indemnified party, which approval shall not be unreasonably withheld; provided,
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however, that the indemnifying party will not settle any such action or
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proceeding without the written consent of the indemnified party which shall not
be unreasonably withheld or delayed unless, as a condition to such settlement,
the indemnifying party secures the unconditional release of the indemnified
party; and provided further, that if the indemnified party reasonably determines
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that a conflict of interest exists where it is advisable for the indemnified
party to be represented by separate counsel or that, upon advice of counsel,
there may be legal defenses available to it which are different from or in
addition to those available to the indemnifying party, then the indemnifying
party shall not be entitled to assume such defense and the indemnified party
shall be entitled to separate counsel at the indemnifying party's expense. If
the indemnifying party is not entitled to assume the defense of such action or
proceeding as a result of the proviso to the preceding sentence, the
indemnifying party's counsel shall be entitled to conduct the indemnifying
party's defense and counsel for the indemnified party shall be entitled to
conduct the defense of the indemnified party, it being understood that
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both such counsel will cooperate with each other to conduct the defense of such
action or proceeding as efficiently as possible. If the indemnifying party is
not so entitled to assume the defense of such action or does not assume such
defense, after having received the notice referred to in the first sentence of
this paragraph, the indemnifying party will pay the reasonable fees and expenses
of counsel for the indemnified party. In such event, however, the indemnifying
party will not be liable for any settlement effected without the written consent
of the indemnifying party which shall not be unreasonably withheld or delayed.
If an indemnifying party is entitled to assume, and assumes, the defense of such
action or proceeding in accordance with this paragraph, the indemnifying party
shall not be liable for any fees and expenses of counsel for the indemnified
party incurred thereafter in connection with such action or proceeding.
2.4 Contribution. In order to provide for just and equitable
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contribution in circumstances in which the indemnity agreement provided for in
this Section 2 is for any reason held to be unenforceable by the indemnified
party although applicable in accordance with its terms or is otherwise
unavailable to the indemnified party, the Company and Holder shall contribute to
the aggregate losses, liabilities, claims, damages and expenses of the nature
contemplated by such indemnity agreement incurred by the Company and Holder, (i)
in such proportion as is appropriate to reflect the relative fault of the
Company on the one hand and Holder on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative fault of but also the relative benefits to the
Company on the one hand and Holder on the other, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits to the indemnifying party and indemnified party shall be
determined by reference to, among other things, the total proceeds received by
the indemnifying party and indemnified party in connection with the offering to
which such losses, claims, damages, liabilities or expenses relate. The
relative fault of the indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by, or relates to
information supplied by, the indemnifying party or the indemnified party, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such action.
The parties hereto agree that it would not be just or equitable if
contribution pursuant to this Section 2.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 2.4, Holder shall not be required
to contribute any amount in excess of the amount of the total proceeds received
by Holder from sales of the Registrable Securities, giving rise to such
contribution obligation.
Notwithstanding the foregoing, no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from
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any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 2.4, each person, if any, who controls Holder within
the meaning of Section 15 of the Act shall have the same rights to contribution
as Holder, and each trustee of the Company, each officer of the Company who
signed a Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act shall have the
same rights to contribution as the Company.
SECTION 3. RULE 144 COMPLIANCE
The Company covenants that it will use its best efforts to timely
file the reports required to be filed by the Company under the Securities Act
and the Securities Exchange Act of 1934, as amended, so as to enable each Holder
to sell Registrable Securities pursuant to Rule 144 under the Securities Act. In
connection with any sale, transfer or other disposition by Holder of any
Registrable Securities pursuant to Rule 144 under the Securities Act, the
Company shall cooperate with Holder to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any Securities Act legend, and enable certificates for such Registrable
Securities to be for such number of shares and registered in such names as
Holder may reasonably request at least ten (10) business days prior to any sale
of Registrable Securities hereunder.
SECTION 4. MISCELLANEOUS
4.1 Integration; Amendment. This Agreement constitutes the entire
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agreement among the parties hereto with respect to the matters set forth herein
and supersedes and renders of no force and effect all prior oral or written
agreements, commitments and understandings among the parties with respect to the
matters set forth herein. Except as otherwise expressly provided in this
Agreement, no amendment, modification or discharge of this Agreement shall be
valid or binding unless set forth in writing and duly executed by the Company
and Holder.
4.2 Waivers. No waiver by a party hereto shall be effective unless
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made in a written instrument duly executed by the party against whom such waiver
is sought to be enforced, and only to the extent set forth in such instrument.
Neither the waiver by any of the parties hereto of a breach or a default under
any of the provisions of this Agreement, nor the failure of any of the parties,
on one or more occasions, to enforce any of the provisions of this Agreement or
to exercise any right or privilege hereunder shall thereafter be construed as a
waiver of any subsequent breach or default of a similar nature, or as a waiver
of any such provisions, rights or privileges hereunder.
4.3 Assignment; Successors and Assigns. This Agreement and the
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rights granted hereunder may not be assigned by Holder without the written
consent of the Company; provided, however, that Holder may assign in part or in
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whole its rights and obligations hereunder, following at least ten (10) days
prior written notice to the Company, (i) to Holder's direct or indirect partners
or beneficiaries in connection with a distribution of the Rights to its direct
or indirect partners or beneficiaries or to executives or employees, provided
such proposed
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assignees are then Accredited Investors as such term is defined in Regulation D
under the Securities Act, (ii) to a permitted transferee in connection with a
transfer of the Rights in accordance with the terms of the Rights, and (iii) to
a third party in connection with a transfer of Rights as security for or in
satisfaction of obligations of any partner of Holder, if in the case of (i),
(ii) and (iii) above, such persons or such third party agree in writing to be
bound by all of the provisions hereof. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of all of the
parties hereto.
4.4 Burden and Benefit. This Agreement shall be binding upon and
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inure to the benefit of the parties hereto and their respective heirs,
executors, personal and legal representatives, successors and, subject to
Section 4.3 above, assigns.
4.5 Notices. All notices called for under this Agreement shall be in
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writing and shall be deemed given upon receipt if delivered personally or by
facsimile transmission and followed promptly by mail, or mailed by registered or
certified mail (return receipt requested), postage prepaid, to the parties at
the addresses set forth opposite their names in Schedule A hereto, or to any
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other address or addressee as any party entitled to receive notice under this
Agreement shall designate, from time to time, to others in the manner provided
in this Section 4.5 for the service of notices; provided, however, that notices
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of a change of address shall be effective only upon receipt thereof. Any notice
delivered to the party hereto to whom it is addressed shall be deemed to have
been given and received on the day it was received; provided, however, that if
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such day is not a business day then the notice shall be deemed to have been
given and received on the business day next following such day. Any notice sent
by facsimile transmission shall be deemed to have been given and received on the
business day next following the transmission.
4.6 Specific Performance. The parties hereto acknowledge that the
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obligations undertaken by them hereunder are unique and that there would be no
adequate remedy at law if any party fails to perform any of its obligations
hereunder, and accordingly agree that each party, in addition to any other
remedy to which it may be entitled at law or in equity, shall be entitled to (i)
compel specific performance of the obligations, covenants and agreements of any
other party under this Agreement in accordance with the terms and conditions of
this Agreement and (ii) obtain preliminary injunctive relief to secure specific
performance and to prevent a breach or contemplated breach of this Agreement in
any court of the United States or any State thereof having jurisdiction.
4.7 Governing Law. This Agreement, the rights and obligations of the
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parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the State of New York, but not
including the choice of law rules thereof.
4.8 Headings. Section and subsection headings contained in this
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Agreement are inserted for convenience of reference only, shall not be deemed to
be a part of this Agreement
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for any purpose, and shall not in any way define or affect the meaning,
construction or scope of any of the provisions hereof.
4.9 Pronouns. All pronouns and any variations thereof shall be
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deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or entity may require.
4.10 Execution in Counterparts. To facilitate execution, this
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Agreement may be executed in as many counterparts as may be required. It shall
not be necessary that the signature of or on behalf of each party appears on
each counterpart, but it shall be sufficient that the signature of or on behalf
of each party appears on one or more of the counterparts. All counterparts
shall collectively constitute a single agreement. It shall not be necessary in
any proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of or on behalf of all of the
Parties.
4.11 Severability. If fulfillment of any provision of this Agreement,
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at the time such fulfillment shall be due, shall transcend the limit of validity
prescribed by law, then the obligation to be fulfilled shall be reduced to the
limit of such validity; and if any clause or provision contained in this
Agreement operates or would operate to invalidate this Agreement, in whole or in
part, then such clause or provision only shall be held ineffective, as though
not herein contained, and the remainder of this Agreement shall remain operative
and in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf as of the date first hereinabove set
forth.
COMPANY:
Address: LaSalle Hotel Properties
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By:
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HOLDERS:
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Schedule A
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Holder Number of Rights
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