Common use of Borrower Partnership Clause in Contracts

Borrower Partnership. Prior to Closing, the Transferor Partnership shall have assigned and transferred all of the issued and outstanding stock in the Borrower Corporate General Partner to the Transferor Agent and caused the Borrower Corporate General Partner to withdraw from the Borrower Partnership and to assign and transfer to the Borrower LLC General Partner its Borrower General Partnership Interest. In addition, the Transferor Partnership shall, as of the Closing Date, have title to a fifty percent (50%) general partnership interest in the Borrower General Partnership, free and clear of all liens, pledges, and encumbrances of any kind whatsoever and free of any rights of assignment of any third party; and the Borrower LLC General Partner shall own a fifty percent (50%) general partnership interest in the Borrower Partnership, free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. In the event that any condition set forth in Section 17.01(a) through Section 17.01(g) hereinabove is neither satisfied nor waived by the BRI Partnership in writing, on or before the Closing Date, the BRI Partnership shall be entitled to terminate this Agreement by written notice given to the Transferor Agent within seven (7) days after such date, and, thereafter this Agreement shall be void and without recourse to all parties hereunder except for provisions which are expressly stated to survive termination of this Agreement.