Common use of CONTRIBUTED PROPERTIES Clause in Contracts

CONTRIBUTED PROPERTIES. (a) Schedule 4.12(a)(1) sets forth a list of the address of (i) each real property owned or leased (as lessee or sublessee), including ground leased, by any Contributed Entity as of the date of this Agreement and (ii) each of the Contributed Real Properties (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property are individually referred to herein as a “Contributed Property” and collectively referred to herein as the “Contributed Properties”). Schedule 4.12(a)(2) sets forth the name of the owner of each of the Contributed Properties which, as of the date of this Agreement, is under contract or signed letter of intent for purchase or sale or which is required under a binding contract to be leased or subleased after the date of this Agreement. Except as set forth in Schedule 4.12(a)(3), there are no real properties that any Contributed Entity is obligated to buy, lease or sublease at some future date. (b) Except as set forth in Schedule 4.12(b), a Contributor or a Subsidiary thereof, or a Contributed Entity (as the case maybe), owns fee simple title or leasehold title (as applicable) to each of the Contributed Properties, in each case, free and clear of all Encumbrances, except for Permitted Encumbrances. The Contributor Parties have delivered or made available to the Acquiror Parties true, correct and complete copies of all the mortgages, deeds of trust, security agreements and UCC filings (and any promissory notes or guaranties related thereto) with respect to any Indebtedness currently affecting a Contributed Property. (c) Except as set forth in Schedule 4.12(c), to the knowledge of the Contributor Parties, the Contributed Properties are supplied with utilities and other services reasonably required for their continued operation as they are now being operated (if at all). (d) Except as set forth in Schedule 4.12(d), to the knowledge of the Contributor Parties, no Contributor Party has received (i) written notice that any certificate, permit or license from any Governmental Authority having jurisdiction over any of the Contributed Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Contributed Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Contributed Properties is not in full force and effect as of the date of this Agreement, except for such failures to be in full force and effect that, individually or in the aggregate, would not reasonably be expected to have, a Contributor Material Adverse Effect, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have a Contributor Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the Contributed Properties which, individually or in the aggregate, would reasonably be expected to have a Contributor Material Adverse Effect. (e) Except as set forth in Schedule 4.12(e), no condemnation, eminent domain or similar proceeding has occurred or is pending with respect to any owned Contributed Property or, to the knowledge of the Contributor Parties, any Contributed Property leased by any Contributor or any Contributed Entity, that would interfere in any material manner with the current use of the Contributed Properties (assuming its continued use in the manner it is currently used), or otherwise would impair in any material manner the current operations of such Contributed Properties (assuming its continued use in the manner it is currently operated), where such interference or impairment, individually or in the aggregate, would reasonably be expected to have a Contributor Material Adverse Effect, and to the knowledge of the Contributor Parties, no Contributor Party has received any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened for any Contributed Property, that would interfere in any material manner with the current use of the Contributed Properties (assuming its continued use in the manner it is currently used), or otherwise would impair in any material manner the current operations of such Contributed Properties (assuming its continued use in the manner it is currently operated), where such interference or impairment, individually or in the aggregate, would reasonably be expected to have a Contributor Material Adverse Effect, or (ii) any zoning regulation or ordinance (including with respect to parking), building, fire, health or other Law has been violated (and remains in violation) for any Contributed Property, where such violation, individually or in the aggregate, would reasonably be expected to have a Contributor Material Adverse Effect. (f) True and complete copies of all leases (including ground leases) affecting the Contributed Properties (individually referred to herein as a “Contributed Lease” and collectively referred to herein as the “Contributed Leases”), in each case, as such Contributed Lease is in effect as of the date hereof, together with all amendments, modifications, supplements, renewals and extensions through the date hereof related thereto, have been delivered or made available to Acquiror Parties. A list of the Contributed Leases is set forth in Schedule 4.12(f). Except as set forth in Schedule 4.12(f), (i) to the knowledge of the Contributor Parties, no party is in breach or violation of, or default under, any Contributed Lease and (ii) each Contributed Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the applicable Contributor or Contributed Entity and, to the knowledge of the Contributor Parties, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). No Contributed Entity is party to any oral Contributed Entity Lease. (g) Except as set forth in Schedule 4.12(g), as of the date of this Agreement, (i) no purchase option has been exercised under any Contributed Lease and (ii) to the knowledge of the Contributor Parties, no holder of a purchase option under any Contributed Lease has provided written notice to any Contributor Party of its intention to exercise such option; in each case, for which the purchase has not closed prior to the date of this Agreement. (h) Except for Permitted Encumbrances or as set forth in Schedule 4.12(h), (i) there are no unexpired options to purchase, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Contributed Property or any portion thereof that have been granted by any Contributor or any Contributed Entity that would materially adversely affect the Contributor’s or any Contributed Entity’s ownership, ground lease or right to use a Contributed Property and, individually or in the aggregate, would reasonably be expected to have a Contributor Material Adverse Effect, and (ii) there are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Contributed Property or any portion thereof that is owned by any Contributed Entity, which, in each case, is in favor of any party other than the Contributed Entity (a “Contributed Third Party”). (i) Except as set forth in Schedule 4.12(i), no Contributed Entity is a party to any agreement pursuant to which the Contributed Entity manages or manages the development of any real property for any Contributed Third Party. (j) True and complete copies of title insurance policies or valid marked-up title commitments evidencing title insurance with respect to the Contributed Properties (each, a “Contributed Title Insurance Policy” and, collectively, the “Contributed Title Insurance Policies”) have been delivered or made available to Acquiror Parties. To the knowledge of the Contributor Parties, no written claim has been made against any Contributed Title Insurance Policy, which, individually or in the aggregate, would reasonably be expected to have a Contributor Material Adverse Effect. (k) Schedule 4.12(k) lists each Contributed Property which is (i) under development as of the date hereof, and describes the status of such development as of the date hereof, and (ii) which is subject to a binding agreement for development or commencement of construction by a Contributor or the Contributed Entity. (l) Except as set forth in Schedule 4.12(l), (i) each Contributed Entity has good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (in each case other than property owned by tenants and used or held in connection with the applicable tenancy), and (ii) the Contributor has all necessary development rights; except (in each case) as, individually or in the aggregate, has not had and would not reasonably be expected to have, a Contributor Material Adverse Effect. No Contributor’s or Contributed Entity’s ownership of or leasehold interest in any such personal property is subject to any Encumbrances, except for Permitted Encumbrances. (m) Schedule 4.12(m) lists the parties currently providing third-party property management services to a Contributed Entity or with respect to a Contributed Property which provide for payment in any year in excess of $25,000 and the number of facilities currently managed by each such party. (n) Except as set forth on Schedule 4.12(n), no Contributor Party has any knowledge of (i) any structural defects relating to any Contributed Property, (ii) Contributed Properties whose building systems are not in working order, or (iii) physical damage to any Contributed Property for which there is not insurance in effect covering the cost of the restoration and the loss of revenue (subject to a reasonable deduction or retention limit) except, in each case, as would not result in a Contributor Material Adverse Effect. (o) Except as set forth in Schedule 4.12(o), (i) no Contributed Entity is an obligor under any Indebtedness and (ii) no Contributed Property is subject to any Indebtedness. (p) Schedule 4.12(p) lists all buildings, fixtures or items of personal property (having a value in excess of $25,000) owned by the Contributor Parties or a Subsidiary (other than the Contributed Entities) that are intended to be sold or transferred to the Acquiror pursuant hereto.