Common use of Agreement to Contribute; Assignment Clause in Contracts

Agreement to Contribute; Assignment. The Transferor Partners shall contribute to the BRI Partnership, and the BRI Partnership shall accept from the Transferor Partners, in exchange for BRI Partnership Units and upon the terms and conditions set forth in this Agreement, the Transferor Partnership Interests. At the Closing (as defined in Section 3.01), the Transferor Partners shall, respectively, contribute, assign, transfer and deliver the Transferor Partnership Interests to the BRI Partnership, or its designees as provided in Section 18.01 hereof, by an Assignment and Assumption of Partnership Interest in the form of Exhibit III attached hereto (the "Transferor Assignment"). Immediately thereafter, the Transferor Partners and the BRI Partnership, or its designees, shall execute and deliver an Amended and Restated Agreement of Limited Partnership in the form of Exhibit IV attached hereto (the "Amended Transferor Partnership Agreement") and an Amended and Restated Certificate of Limited Partnership in the form of Exhibit V attached hereto (the "Amended Transferor Partnership Certificate") pursuant to which the BRI Partnership, or its designees, shall be admitted and the Transferor Partners shall withdraw, as the partners of the Transferor Partnership and be released of all liability thereunder, and the terms of the Transferor Partnership shall be amended in accordance with the Amended Transferor Partnership Agreement.

Agreement to Contribute; Assignment. The Transferor Partners shall contribute to the BRI Partnership, and the BRI Partnership shall accept from the Transferor Partners, in exchange for BRI Partnership Units and upon the terms and conditions set forth in this Agreement, the Transferor Partnership Interests. At the Closing (as defined in Section 3.01), the Transferor Partners shall, respectively, contribute, assign, transfer and deliver the Transferor Partnership Interests to the BRI Partnership, or its designees as provided in Section 18.01 hereof, by an Assignment and Assumption of Partnership Interest in the form of Exhibit III attached hereto (the "Transferor Assignment"). Immediately thereafter, the Transferor Partners and the BRI Partnership, or its designees, shall execute and deliver an Amended and Restated Agreement of Limited Partnership in the form of Exhibit IV attached hereto (the "Amended Transferor Partnership Agreement") and an Amended and Restated Certificate of Limited Partnership in the form of Exhibit V attached hereto (the "Amended Transferor Partnership Certificate") pursuant to which the BRI Partnership, or its designees, shall be admitted and the Transferor Partners shall withdraw, as the partners of the Transferor Partnership and be released of all liability thereunder, and the terms of the Transferor Partnership shall be amended in accordance with the Amended Transferor Partnership Agreement.