Common use of Exclusion of Certain Transactions Clause in Contracts

Exclusion of Certain Transactions. For the avoidance of doubt, the indemnification provided in Section 10.13 shall not apply to any taxes or other amounts of a Protected Party incurred as a result of (i) the consummation of the Merger and the consummation of the transactions contemplated thereby, including the payment of any purchase price adjustments, (ii) the Partnership Merger and the consummation of the transactions contemplated thereby, including the amendment of the Partnership’s limited partnership agreement by this 2005 Amended and Restated Agreement of Limited Partnership, (iii) the creation or exercise of the Class A Forced Conversion, Class A Put Right, Redemption Right, the Participating Election Right, the Partnership Call Right or the rights described in Section 8.9 and 8.10.B hereof and the creation of the rights set forth in Section 8.10 hereof (and any corresponding rights provided under an amendment to Parent LP’s partnership agreement entered into in connection with a transaction described in Section 8.10), and (iv) any payments made by any person pursuant to Section 8.7(A)(2)(iv) hereof; provided, however, that the foregoing shall not in any respect limit the Partnership’s obligation to maintain the Required Nonrecourse Debt Amount in accordance with Section 10.9 hereof upon any exercise of the rights referred to in this clause (iii) or to limit the rights of a Protected Party under Section 10.13 in respect of any breach of such obligation to maintain the Required Nonrecourse Debt Amount in accordance with Section 10.9.

Exclusion of Certain Transactions. For the avoidance of doubt, the indemnification provided in Section 10.13 7 shall not apply to any taxes or other amounts of a Protected Party incurred as a result of (i) the consummation of the Merger and the consummation of the transactions contemplated thereby, including the payment of any purchase price adjustments, (ii) the Partnership Merger and the consummation of the transactions contemplated thereby, including the amendment of the Partnership’s limited partnership agreement by this the 2005 Amended and Restated Agreement of Limited PartnershipPartnership Agreement, and (iii) the creation or exercise of the Class A Forced Conversion, Class A Put Right, Redemption Right, the Participating Election Right, the Partnership Call Right or the rights described in Section 8.9 and 8.10.B hereof of the 2005 Amended and Restated Partnership Agreement (and any corresponding rights provided under the [Tenth] Amendment), and the creation of the rights set forth in Section 8.10 hereof thereof (and any corresponding rights provided under an amendment to Parent LP’s partnership agreement entered into in connection with a transaction described in Section 8.10the [Tenth] Amendment), and (iv) any payments made by any person pursuant to Section 8.7(A)(2)(iv) hereof; provided, however, that the foregoing shall not in any respect limit the PartnershipParent LP’s obligation to maintain the Required Nonrecourse Debt Amount in accordance with Section 10.9 3 hereof upon any exercise of the rights referred to in this clause (iii) or to limit the rights of a Protected Party under Section 10.13 7 in respect of any breach of such obligation to maintain the Required Nonrecourse Debt Amount in accordance with Section 10.93.