Common use of Incidental and Shelf Registration Clause in Contracts

Incidental and Shelf Registration. Notice and Incidental Registration 6 SECTION 3.2 Shelf Registration Statement 7 SECTION 4.1 Registration and Qualification 9 SECTION 4.2 Underwriting 11 SECTION 4.3 Blackout Periods 12 SECTION 4.4 Qualification for Rule 144 Sales 13 SECTION 4.5 Investor Transferees and Designees 13 SECTION 5.1 Preparation; Reasonable Investigation 13 SECTION 6.1 Restrictions on Public Sale 14 SECTION 7.1 Indemnification 15 SECTION 8.1 Benefits of Registration Rights 18 SECTION 8.2 General Partner of the Partnership 18 SECTION 9.1 No Inconsistent Agreements 19 SECTION 9.2 Captions 19 SECTION 9.3 Severability 19 SECTION 9.4 Governing Law 19 SECTION 9.5 Modification and Amendment 19 SECTION 9.6 Counterparts 19 SECTION 9.7 Entire Agreement 19 SECTION 9.8 Assignment; Successors and Assigns 19 SECTION 9.9 Notices 20 SECTION 9.10 Specific Performance 20 This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of [●], 2015, by and among SERITAGE GROWTH PROPERTIES, a Maryland real estate investment trust (the “Company”), ESL Investments, Inc., a Delaware corporation (“Shareholder”), the Permitted Transferees (as defined below) of Shareholder who become party hereto in accordance with this Agreement (Shareholder and such entities or Permitted Transferees are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”) and, solely for purposes of Section 7.1, SERITAGE GROWTH PROPERTIES L.P., a Delaware limited partnership (the “Partnership”).

Incidental and Shelf Registration. SECTION 3.1. Notice and Incidental Registration 6 SECTION 3.2 3.2. Shelf Registration Statement 7 7 SECTION 4.1 4.1. Registration and Qualification 9 SECTION 4.2 4.2. Underwriting 11 SECTION 4.3 4.3. Blackout Periods 12 SECTION 4.4 4.4. Qualification for Rule 144 Sales 13 SECTION 4.5 Investor Transferees and Designees 13 SECTION 5.1 5.1. Preparation; Reasonable Investigation 13 14 SECTION 6.1 6.1. Restrictions on Public Sale 14 SECTION 7.1 7.1. Indemnification 15 16 SECTION 8.1 8.1. Benefits of Registration Rights 18 19 SECTION 8.2 General Partner of the Partnership 18 SECTION 9.1 9.1. No Inconsistent Agreements 19 SECTION 9.2 9.2. Captions 19 SECTION 9.3 9.3. Severability 19 SECTION 9.4 Governing Law 19 SECTION 9.5 9.4. Modification and Amendment 19 SECTION 9.6 9.5. Counterparts 19 20 SECTION 9.7 9.6. Entire Agreement 19 20 SECTION 9.8 9.7. Assignment; Successors and Assigns 19 Assigns; Joinders 20 SECTION 9.9 9.8. Notices 20 SECTION 9.10 9.9. Specific Performance 20 SECTION 9.10. Dispute Resolution 20 SECTION 9.11. Governing Law; Jurisdiction 21 This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amended and Restated Agreement”) is dated as of [●]October 5, 2015, 2017 by and among SERITAGE GROWTH PROPERTIESMGM Growth Properties LLC, a Maryland real estate investment trust Delaware limited liability company (the “Company”), ESL Investments, Inc.certain wholly owned subsidiaries of MGM Resorts International, a Delaware corporation (“ShareholderMGM”) listed as “Holders” on the signatures pages hereto or who may from time to time become party to this Agreement by joinder as set forth herein (each, a “Holder” and collectively, the “Holders”), the Permitted Transferees (as defined below) of Shareholder who that become party hereto in accordance with this Agreement (Shareholder the Holders and such entities or Permitted Transferees are sometimes referred to herein individually as an “Investor” and collectively as the “Investors”) and, solely for purposes of Section 7.1, SERITAGE GROWTH PROPERTIES L.P.and MGM Growth Properties Operating Partnership LP, a Delaware limited partnership (the “Partnership”).