Contemplated Transaction Clause Samples

Contemplated Transaction. The statements in the Prospectus under the heading “Recent Developments,” insofar as they purport to describe or summarize the terms or provisions of the Purchase and Sale Agreement, dated as of October 28, 2013 (the “Contemplated Transaction Agreement”), are accurate descriptions or summaries in all material respects. The Contemplated Transaction Agreement has been duly authorized, executed and delivered by the parties thereto. To the knowledge of the Company and the Operating Partnership as of the date hereof, there is no fact or circumstance relating to the Contemplated Transaction Agreement which would cause the representations and warranties in this Section 1(a) to be untrue if the acquisition had been consummated as of the date hereof.

Contemplated Transaction. The execution, delivery and performance by each Acquired Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party and the consummation of the Contemplated Transactions are within the power and authority of each Acquired Company and have been duly authorized by all necessary action on the part of each Acquired Company, other than approval by the Company’s stockholders of the Merger and the Contemplated Transactions. This Agreement and each Ancillary Agreement to which each Acquired Company is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by each Acquired Company and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of such Acquired Company, Enforceable against each such Acquired Company in accordance with its terms.

Contemplated Transaction. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is (or will be) a party and the consummation by the Company of the Contemplated Transactions are within the corporate power and authority of the Company and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each Ancillary Agreement to which the Company is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by the Company and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of the Company, Enforceable against the Company in accordance with its terms.

Contemplated Transaction. Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect any short sales or similar transactions in the future. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.12 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.12.

Contemplated Transaction. Subject to the satisfaction of the condition precedent to formation set out in clause 2.2, the parties agree to implement the Transaction on the terms and subject to the conditions of this document.

Contemplated Transaction. The term “Contemplated Transaction” shall mean all of the transactions contemplated by this Agreement, including the execution, delivery, and performance of the Collateral Documents and any exhibits thereto, and any other documents delivered pursuant hereto and thereto.

Contemplated Transaction. The execution, delivery and performance by the Sellers of this Agreement and each Ancillary Agreement to which any Seller is (or will be) a party and the consummation of the Contemplated Transactions are within the power and authority of each Seller and have been duly authorized by all necessary action on the part of each Seller. This Agreement and each Ancillary Agreement to which any Seller is (or will be) a party (a) has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) duly executed and delivered by the applicable Seller and (b) is (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be) a legal, valid and binding obligation of the applicable Seller, Enforceable against such Seller in accordance with its terms.

Contemplated Transaction. Notwithstanding any other provision of this Agreement, following the Closing Date nothing in this Agreement shall limit the Buyer’s, its assigns and/or its Affiliates ability to (i) terminate the employment of any Transferred Employee at any time and for any reason, including without cause, but such termination shall in no way cause Liability to the Sellers, or (ii) change the terms and conditions of employment of such Transferred Employees. Nothing herein shall confer upon any Personnel any rights or remedies hereunder, including any right to employment or continued employment for any specified period or continued participation in any Employee Benefit Plan of any Seller or other benefit plan, of any nature or kind whatsoever under or by reason of this Agreement. The Sellers shall be liable for the provision of notices and COBRA continuation coverage for each individual who is or becomes an “M&A Qualified Beneficiary“ (as such term is defined in Treas. Reg. Section 54.4980B-9) as a result of the consummation of the Contemplated Transactions.

Contemplated Transaction. INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL;