Common use of Assignment of Membership Interest Clause in Contracts

Assignment of Membership Interest. FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood I LLC, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood I LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood I LLC. RPB WillowWood I LLC By: Name: Title: FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood II LLC, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood II LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood II LLC. RPB WillowWood II LLC By: Name: Title: Lender approval of assumption by the Company of the Assumed Financing. Corporate Oaks 000 Xxxxxxx Xxxxxxx, Herndon, VA None Corporate Pointe IV 00000 Xxxx Xxxxxxx Xxxxx, Chantilly, VA None Lakeside I & II 14100 - 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX None Xxxxxx Business Park 3922 - 0000 Xxxxxx Xxxxx, Fairfax, VA None Presidents Park I 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park II 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park III 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX None The Republic Building 0000 Xxx Xxxx Xxxxxx, XX, Xxxxxxxxxx, XX Xxxx Xxxxxxxx Xxxx - Xxxxxxxxx #0 -0 (xxx: Xxx Xxxxxx @ Xxxxxx Xxxxxxxxxx Xxxx) 00000 - 00000 Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxxx, XX None Republic Park - Building #8 (aka: Dulles Technology Center) 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None WillowWood I & II 10300 & 00000 Xxxxx Xxxxx, Fairfax VA None WillowWood III & IV 10304 & 00000 Xxxxx Xxxxx, Fairfax, VA None 0000 00xx Xxxxxx, XX 0000 00xx Xxxxxx, XX, Xxxxxxxxxx, XX None

Assignment of Membership Interest. FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood I RKB Lakeside LLC, a Delaware limited liability company, held by it, representing 99.9% of the issued and outstanding membership interests in RKB Lakeside LLC, free and clear of all liens or encumbrances of any kind, except for that certain Loan and Security Agreement dated October 4, 2007 between Liberty Property Limited Partnership, as successor by merger to Republic Property Limited Partnership, as borrower, and Liberty Washington Venture, LLC, as lender, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood I RKB Lakeside LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood I RKB Lakeside LLC. RPB WillowWood I RKB Lakeside LLC By: Name: Title: FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood II RKB Lakeside Manager LLC, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, except for that certain Loan and Security Agreement dated October 4, 2007 between Liberty Property Limited Partnership, as successor by merger to Republic Property Limited Partnership, as borrower, and Liberty Washington Venture, LLC, as lender, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood II RKB Lakeside Manager LLC. Liberty Washington, LP By: Liberty Washington Washingto Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood II RKB Lakeside Manager LLC. RPB WillowWood II RKB Lakeside Manager LLC By: Name: Title: Lender approval of assumption by the Company of the Assumed Financing. Corporate Oaks 000 Xxxxxxx Xxxxxxx, Herndon, VA None Corporate Pointe IV 00000 Xxxx Xxxxxxx Xxxxx, Chantilly, VA None Lakeside I & II 14100 - 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX None Xxxxxx Business Park 3922 - 0000 Xxxxxx Xxxxx, Fairfax, VA None Presidents Park I 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park II 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park III 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX None The Republic Building 0000 Xxx Xxxx Xxxxxx, XX, Xxxxxxxxxx, XX Xxxx Xxxxxxxx Xxxx - Xxxxxxxxx #0 -0 (xxx: Xxx Xxxxxx @ Xxxxxx Xxxxxxxxxx Xxxx) 00000 - 00000 Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxxx, XX None Republic Park - Building #8 (aka: Dulles Technology Center) 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None WillowWood I & II 10300 & 00000 Xxxxx Xxxxx, Fairfax VA None WillowWood III & IV 10304 & 00000 Xxxxx Xxxxx, Fairfax, VA None 0000 00xx Xxxxxx, XX 0000 00xx Xxxxxx, XX, Xxxxxxxxxx, XX None:

Assignment of Membership Interest. FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood I RKB Xxxxxx LLC, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood I RKB Xxxxxx LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood I RKB Xxxxxx LLC. RPB WillowWood I RKB Xxxxxx LLC By: Name: Title: FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood II RKB Willowwood LLC, a Delaware limited liability company, held by it, representing ninety nine percent (99%) of the issued and outstanding membership interests in RKB Willowwood LLC, free and clear of all liens or encumbrances of any kind, except for that certain Loan and Security Agreement dated October 4, 2007 between Liberty Property Limited Partnership, as successor by merger to Republic Property Limited Partnership, as borrower, and Liberty Washington Venture, LLC, as lender, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood II RKB Willowwood LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood II RKB Willowwood LLC. RPB WillowWood II RKB Willowwood LLC By: Name: Title: Lender approval FOR VALUE RECEIVED, the receipt of assumption which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RKB Willowwood Manager LLC, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, except for that certain Loan and Security Agreement dated October 4, 2007 between Liberty Property Limited Partnership, as successor by merger to Republic Property Limited Partnership, as borrower, and Liberty Washington Venture, LLC, as lender, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the Company terms and conditions of the Assumed FinancingLimited Liability Company Agreement of RKB Willowwood Manager LLC. Corporate Oaks 000 Xxxxxxx XxxxxxxLiberty Washington, HerndonLP By: Liberty Washington Venture, VA None Corporate Pointe IV 00000 Xxxx Xxxxxxx Xxxxx, Chantilly, VA None Lakeside I & II 14100 - 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX None Xxxxxx Business Park 3922 - 0000 Xxxxxx Xxxxx, Fairfax, VA None Presidents Park I 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park II 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park III 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX None LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The Republic Building 0000 Xxx Xxxx Xxxxxx, XX, Xxxxxxxxxx, XX Xxxx Xxxxxxxx Xxxx - Xxxxxxxxx #0 -0 (xxxforegoing transfer is acknowledged and agreed and has been recorded on the books and records of RKB Willowwood Manager LLC. RKB Willowwood Manager LLC By: Xxx Xxxxxx @ Xxxxxx Xxxxxxxxxx Xxxx) 00000 - 00000 Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxxx, XX None Republic Park - Building #8 (akaName: Dulles Technology Center) 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None WillowWood I & II 10300 & 00000 Xxxxx Xxxxx, Fairfax VA None WillowWood III & IV 10304 & 00000 Xxxxx Xxxxx, Fairfax, VA None 0000 00xx Xxxxxx, XX 0000 00xx Xxxxxx, XX, Xxxxxxxxxx, XX NoneTitle:

Assignment of Membership Interest. FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood I Republic Park LLC, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood I Republic Park LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood I Republic Park LLC. RPB WillowWood I Republic Park LLC By: Name: Title: FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPB WillowWood II RPT Presidents Park LLC, a Delaware limited liability company, held by it, representing 99% of the issued and outstanding membership interests in RPT Presidents Park LLC, free and clear of all liens or encumbrances of any kind, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPT Presidents Parks LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPT Presidents Park LLC. RPT Presidents Park LLC By: Name: Title: FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, Liberty Property Limited Partnership, a limited partnership organized under the laws of the Commonwealth of Pennsylvania, does hereby absolutely, unconditionally and irrevocably sell, assign, transfer and deliver unto Liberty Washington, LP, a limited partnership organized under the laws of the State of Delaware, all of its right, title and interest in and to one hundred percent (100%) of the issued and outstanding membership interests in RPT Presidents Park Manager, a Delaware limited liability company, held by it, free and clear of all liens or encumbrances of any kind, none of which are represented by certificates. Dated: October 4, 2007 Liberty Property Limited Partnership By: Liberty Property Trust Its: General Partner By: Name: Title: Liberty Washington, LP hereby agrees to be bound by the terms and conditions of the Limited Liability Company Agreement of RPB WillowWood II RPT Presidents Parks Manager LLC. Liberty Washington, LP By: Liberty Washington Venture, LLC Its: General Partner By: Liberty Property Limited Partnership Its: Sole Member By: Liberty Property Trust Its: General Partner By: Name: Title: The foregoing transfer is acknowledged and agreed and has been recorded on the books and records of RPB WillowWood II RPT Presidents Park Manager LLC. RPB WillowWood II RPT Presidents Park Manager LLC By: Name: Title: Lender approval of assumption by the Company of the Assumed Financing. Corporate Oaks 000 Xxxxxxx Xxxxxxx, Herndon, VA None Corporate Pointe IV 00000 Xxxx Xxxxxxx Xxxxx, Chantilly, VA None Lakeside I & II 14100 - 00000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX None Xxxxxx Business Park 3922 - 0000 Xxxxxx Xxxxx, Fairfax, VA None Presidents Park I 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park II 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None Presidents Park III 0000 Xxxxxxx Xxxxx, Xxxxxxx, XX None The Republic Building 0000 Xxx Xxxx Xxxxxx, XX, Xxxxxxxxxx, XX Xxxx Xxxxxxxx Xxxx - Xxxxxxxxx #0 -0 (xxx: Xxx Xxxxxx @ Xxxxxx Xxxxxxxxxx Xxxx) 00000 - 00000 Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxxx, XX None Republic Park - Building #8 (aka: Dulles Technology Center) 00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx, XX None WillowWood I & II 10300 & 00000 Xxxxx Xxxxx, Fairfax VA None WillowWood III & IV 10304 & 00000 Xxxxx Xxxxx, Fairfax, VA None 0000 00xx Xxxxxx, XX 0000 00xx Xxxxxx, XX, Xxxxxxxxxx, XX None: