Closing Deliveries and Agreements. At the Closing, the BRI Partnership shall: (a) Transfer of Consideration; Execution and Delivery of BRI Partnership Amendment, Confirmation and Registration Rights Agreement. Deliver to the Transferor Partners (i) the Consideration, as the same shall be adjusted for apportionments under Section 12 and any adjustments thereto required pursuant to the express provisions this Agreement, (ii) the BRI Partnership Confirmations in the form attached hereto as Exhibit 2, (iii) the BRI Partnership Amendment, in the form attached hereto as Exhibit 3 duly executed by BRI Apartments and (iv) the Registration Rights Agreement in the form attached hereto as Exhibit 4 duly executed by BRI. (b) Execution and Delivery of Transferor Assignments and Amended Transferor Partnership Agreement. Deliver to the Transferor Partners (i) the Transferor Assignments duly executed by the BRI Partnership and (ii) the Amended Transferor Partnership Agreement duly executed by the BRI Partnership or its designees, pursuant to which the BRI Partnership, or its designees, shall be admitted as partners of the Transferor Partnership.
Appears in 7 contracts
Samples: Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De)
Closing Deliveries and Agreements. At the Closing, the BRI Partnership shall:
(a) Transfer of Consideration; Execution and Delivery of BRI Partnership Amendment, Confirmation and Registration Rights Agreement. Deliver to the Transferor Partners (i) the Consideration, as the same shall be adjusted for apportionments under Section 12 and any adjustments thereto required pursuant to the express provisions this Agreement, (ii) the BRI Partnership Confirmations in the form attached hereto as Exhibit 2, (iii) the BRI Partnership Amendment, in the form attached hereto as Exhibit 3 duly executed by BRI Apartments and (iv) the Registration Rights Agreement in the form attached hereto as Exhibit 4 duly executed by BRI.
(b) Execution and Delivery of Transferor Assignments Assignments, Amended Transferor Partnership Agreement and Amended Transferor Partnership AgreementCertificate. Deliver to the Transferor Partners (i) the Transferor Assignments duly executed by the BRI Partnership and (ii) the Amended Transferor Partnership Agreement and Amended Transferor Partnership Certificate duly executed by the BRI Partnership Partnership, or its designees, pursuant to which the BRI Partnership, or its designees, shall be admitted as partners of the Transferor Partnership.
Appears in 6 contracts
Samples: Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De)
Closing Deliveries and Agreements. At the Closing, the BRI Partnership shall:
(a) Transfer of Consideration; Execution and Delivery of BRI Partnership Amendment, Confirmation and Registration Rights Agreement. Deliver to the Transferor Partners Members (i) the ConsiderationBase Consideration and, if applicable, the Additional Consideration Installments, as the same shall be adjusted for apportionments under Section 12 and any adjustments thereto required pursuant to the express provisions this Agreement, (ii) the BRI Partnership Confirmations in the form attached hereto as Exhibit 2, (iii) the BRI Partnership Amendment, in the form attached hereto as Exhibit 3 duly executed by BRI Apartments and (iv) the Registration Rights Agreement in the form attached hereto as Exhibit 4 duly executed by BRI.
(b) Execution and Delivery of Transferor Assignments Assignments, Amended Transferor Operating Agreement and Amended Transferor Partnership AgreementCompany Articles. Deliver to the Transferor Partners Members (i) the Transferor Assignments duly executed by the BRI Partnership and (ii) the Amended Transferor Partnership Operating Agreement and Amended Transferor Company Articles duly executed by the BRI Partnership Partnership, or its designees, pursuant to which the BRI Partnership, or its designees, shall be admitted as partners of the Transferor PartnershipCompany.
Appears in 4 contracts
Samples: Development Contribution Agreement (Berkshire Realty Co Inc /De), Development Contribution Agreement (Berkshire Realty Co Inc /De), Development Contribution Agreement (Berkshire Realty Co Inc /De)
Closing Deliveries and Agreements. At the Closing, the BRI Partnership shall:
(a) Transfer of Consideration; Execution and Delivery of BRI Partnership Amendment, Confirmation and Registration Rights Agreement. Deliver to the Transferor Partners (i) the Consideration, as the same shall be adjusted for apportionments under Section 12 and any adjustments thereto required pursuant to the express provisions this Agreement, (ii) the BRI Partnership Confirmations in the form attached hereto as Exhibit 2, (iii) the BRI Partnership Amendment, in the form attached hereto as Exhibit 3 duly executed by BRI Apartments and (iv) the Registration Rights Agreement in the form attached hereto as Exhibit 4 duly executed by BRI.
(b) Execution and Delivery of Transferor Assignments Assignments, Amended Transferor Partnership Agreement and Amended Transferor Partnership AgreementCertificate. Deliver to the Transferor Partners (i) the Transferor Assignments duly executed by the BRI Partnership and (ii) the Amended Transferor Partnership Agreement and Amended Transferor Partnership Certificate duly executed by the BRI Partnership Partnership, or its designees, pursuant to which the BRI Partnership, or its designees, shall be admitted as partners of the Transferor Partnership.
(c) Record Amended Transferor Partnership Certificate. Cause the Amended Transferor Partnership Certificate to be filed with all appropriate state and, if applicable, local filing offices.
Appears in 3 contracts
Samples: Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De)
Closing Deliveries and Agreements. At the Closing, the BRI Partnership shall:
(a) Transfer of Consideration; Execution and Delivery of BRI Partnership Amendment, Confirmation and Registration Rights Agreement. Deliver to the Transferor Partners (i) the Consideration, as the same shall be adjusted for apportionments under Section 12 and any adjustments thereto required pursuant to the express provisions this Agreement, (ii) the BRI Partnership Confirmations in the form attached hereto as Exhibit 2, (iii) the BRI Partnership Amendment, in the form attached hereto as Exhibit 3 duly executed by BRI Apartments and (iv) the Registration Rights Agreement in the form attached hereto as Exhibit 4 duly executed by BRI.
(b) Execution and Delivery of Transferor Assignments Assignments, Amended Transferor Partnership Agreement and Amended Transferor Partnership AgreementCertificate. Deliver to the Transferor Partners (i) the Transferor Assignments duly executed by the BRI Partnership and (ii) the Amended Transferor Partnership Agreement and Amended Transferor Partnership Certificate duly executed by the BRI Partnership or its designees, pursuant to which the BRI Partnership, or its designees, shall be admitted as partners of the Transferor Partnership.
Appears in 1 contract
Samples: Contribution Agreement (Berkshire Realty Co Inc /De)