Examples of LVP REIT in a sentence
Notwithstanding anything to the contrary in this Agreement, the issuance, sale, transfer or other disposition (whether by merger, consolidation or otherwise) of equity securities of LVP REIT or LVP OP shall not be a “Transfer” for purposes of this Agreement and shall not be subject to any restrictions hereunder.
Except as and to the extent expressly set forth in this Article 4, the Contributors and LVP REIT make no representations or warranties, express or implied, with respect to the Contributors, LVP REIT, the Contributed Interests, the Group Companies or their respective business, assets or liabilities, to Parent REIT, Parent OP and Parent Sub and hereby disclaim all liability and responsibility for any other representation or warranty made, communicated, or furnished to Parent REIT, Parent OP and Parent Sub.
No vote of any holder of any class or series of LVP REIT capital stock is necessary to approve the transactions contemplated hereby.
Accordingly, Parent REIT, Parent OP and Parent Sub hereby acknowledge and agree that, none of the Group Companies, nor any of their respective Affiliates (including the Contributors and LVP REIT) and representatives, nor any other Person, has made or is making any express or implied representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements, business plans or, except as expressly provided in this Agreement, non-binding term sheets and letters of intent.
Effective at and after the Closing, each Contributor and LVP REIT acknowledges and agrees that such Contributor Releasing Party shall not, directly or indirectly, make any claim related to the Contributor Released Matters against any person that has a right to seek indemnification, contribution or other relief for such claim from any Contributor Released Party.
LVP REIT shall not waive any of its rights under any such confidentiality agreement with respect to Group Company Information and shall take all reasonable steps to enforce all of its rights with respect to Group Company Information under any such confidentiality agreement to the extent it becomes aware of any breach thereof in respect of Group Company Information.
Each Contributor and LVP REIT has provided the release in this Section 7.2(b) voluntarily, with the intention of fully and finally extinguishing all Contributor Released Matters.
Each Contributor and LVP REIT acknowledges that this release shall apply to all unknown or unanticipated results of any action of any Contributor Released Party, as well as those known and anticipated.
The LVP OP and LVP REIT shall indemnify and hold harmless Parent OP from and against and LVP OP and LVP REIT shall be jointly and severally liable for any liability arising under the TPAs that is not a Parent TPA Obligation (“Non-Parent TPA Obligations”).