Common use of CONTRIBUTED PROPERTIES Clause in Contracts

CONTRIBUTED PROPERTIES. (a) Except as set forth in Schedule 4.08(a), the Contributor or a Contributed Entity is the insured under a policy of title insurance as the owner of, and, to the knowledge of the Contributor, the Contributor or a Contributed Entity is the owner of, good marketable and insurable fee simple title (or, in the case of certain Contributed Properties, a tenancy-in-common estate) to the Contributed Property owned by the Contributor or the Contributed Entity, in each case free and clear of all Liens except for Permitted Liens. Prior to the Closing, neither the Contributor nor any of the Contributed Entities shall take or omit to take any action to cause any Lien to attach to any Contributed Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Contributed Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect, (1) neither the Contributor nor any of the Contributed Entities nor, to the knowledge of the Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor or the Contributed Entities, except for Permitted Liens, or otherwise reasonably be expected to have a Fund Material Adverse Effect and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.08(c), (1) neither the Contributor, nor the Contributed Entities, nor, to the knowledge of the Contributor, any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) to the knowledge of the Contributor, each of the leases (and all amendments thereto or modifications thereof) to which the Contributor or the Contributed Entities is a party or by which the Contributor or the Contributed Entities or any Contributed Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

CONTRIBUTED PROPERTIES. (a) Except as set forth in Schedule 4.08(a)The Contributor, the Contributor a Contributed Entity or a Contributed Property Entity is the insured under a policy of title insurance as the owner of, and, to the knowledge of the Contributor, the Contributor each Contributed Entity or a Contributed Property Entity is the owner of, of good marketable and insurable fee simple title (or, in the case of certain Contributed Properties, a tenancy-in-common estate) to the Contributed Property owned by the Contributor Contributed Entity or the Contributed Property Entity, in each case free and clear of all Liens except for Permitted Liens. Prior No Person has any right or option to the Closing, neither the Contributor nor acquire all or any portion of the Contributed Entities shall take or omit to take any action to cause any Lien to attach to any Contributed Property, except for Permitted Liens and Liens, if any, given other than the Operating Partnership pursuant to secure mortgage indebtedness encumbering such Contributed Propertythis Agreement. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect, or as set forth on Schedule 4.08(b), (1) neither the Contributor Contributor, any of the Contributed Entities nor any of the Contributed Property Entities nor, to the knowledge of the Contributor, any other party to any material agreement affecting any Contributed Property (other than a Lease (as such term is hereinafter defined) for space within such Contributed Property), is in breach or default of any such agreement, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor Contributor, Contributed Entities or the Contributed Property Entities, except for Permitted Liens, or otherwise reasonably be expected to have a Fund Material Adverse Effect and (3) all agreements affecting any Contributed Property required for the continued ownership, use, occupancy, management, leasing and operation of such Contributed Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) Schedule 4.08(c) sets forth true and accurate information with respect to the Leases of each Contributed Property, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases (as described below). Subject to the terms of any ground lease, no party has any rights of possession or occupancy to any of the Contributed Properties except for the Leases. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.08(c), (1) neither the Contributor, the Contributed Entities, nor the Contributed Property Entities, nor, to the knowledge of the Contributor, any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) to the knowledge of the Contributor, each of the leases (and all amendments thereto or modifications thereof) to which the Contributor Contributor, the Contributed Entities or the Contributed Property Entities is a party or by which the Contributor Contributor, the Contributed Entities or the Contributed Property Entities or any Contributed Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. Subject to the Leases, each Contributed Entity or Property Entity has enjoyed the continuous and uninterrupted quiet possession, use and operation of its Contributed Property. There exists no unfulfilled obligation on the part of the Contributor, Contributed Entity or any Property Entity to dedicate or grant an easement or easements over any portion or portions of any of the Contributed Property to any Governmental Authority. (d) All the buildings, fixtures and leasehold improvements used by the Contributor, Contributed Entity or any Property Entity (or their agents) in connection with the use and operation of the improvements located on the Contributed Properties are located on such Contributed Property. Each of the Contributed Properties abuts on at least one side a public street or road in a manner so as to permit reasonable, customary and adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit reasonable, customary and adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (e) The Contributor has valid title to or valid rights of use in all of the Contributed Assets which are material to the conduct of the Contributor’s business as conducted on the date hereof. To the Contributor’s knowledge, all such Contributed Assets are in adequate condition for the conduct of Contributor’s business as currently conducted, ordinary obsolescence or wear and tear excepted, and subject to any normally required periodic repairs, maintenance or replacement. There are no known, material defects in the Contributed Assets or Contributed Properties, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any), and, to the Contributor’s knowledge, all Contributed Assets are adequate and in good working order and condition and will be in good working order and condition on the Closing Date. To the Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of each Contributed Property are installed to the boundary of such Contributed Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Contributed Property for its current use, and no utility deposits are on deposit with respect to any such facilities. (f) The zoning of each parcel of Contributed Property permits the presently existing improvements and the continuation of the business presently being conducted on such parcel. There is no pending or, to the Contributor’s knowledge, contemplated rezoning of any Contributed Property. To the Contributor’s knowledge, all the Contributed Property is in compliance with all applicable laws, ordinances and regulations in all material respects.

CONTRIBUTED PROPERTIES. (a) Except as set forth in Schedule 4.08(a), the Contributor or a Contributed Entity is the insured under a policy of title insurance as the owner of, and, to the knowledge of the Contributor, the Contributor or a Contributed Entity is the owner of, good marketable and insurable fee simple title (or, in the case of certain Contributed Properties, a tenancy-in-common estate) to the Contributed Property owned by the Contributor or the Contributed Entity, in each case free and clear of all Liens except for Permitted Liens. Prior to the Closing, neither the Contributor nor any of the Contributed Entities shall take or omit to take any action to cause any Lien to attach to any Contributed Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Contributed Property. (b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect, (1) neither the Contributor nor any of the Contributed Entities nor, to the knowledge of the Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor or the Contributed Entities, except for Permitted Liens, or otherwise reasonably be expected to have a Fund Material Adverse Effect and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.08(c), (1) neither the Contributor, nor the Contributed Entities, nor, to the knowledge of the Contributor, any other party to any Lease, is in breach or default of any such Lease, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) to the knowledge of the Contributor, each of the leases (and all amendments thereto or modifications thereof) to which the Contributor or the Contributed Entities is a party or by which the Contributor or the Contributed Entities or any Contributed Property is bound or subject (collectively, the “Leases”) is valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.