Common use of CONTRIBUTION OF PARTNERSHIP INTEREST AND EXCHANGE FOR OP UNITS Clause in Contracts

CONTRIBUTION OF PARTNERSHIP INTEREST AND EXCHANGE FOR OP UNITS. 1.1 CONTRIBUTION TRANSACTION (a) At the Closing (as defined in ARTICLE 2.2 hereof) and subject to the terms and conditions contained in this Contribution Agreement, the Contributor shall transfer to the Operating Partnership, absolutely and unconditionally, all of its Partnership Interest (as such term is defined in Recital F herein) not previously contributed to the Operating Partnership. The contribution of the Contributor's Partnership Interest shall be evidenced by a "Contribution and Assumption Agreement" for each of the Partnerships in substantially the form of EXHIBIT B attached hereto. Furthermore, the Contributor shall execute and have duly acknowledged an individual quitclaim deed for each property in the form of EXHIBIT C quitclaiming to the Operating Partnership any direct or indirect ownership interest in and to the Properties. The parties shall take such additional actions and execute such additional documentation as may be required by the Partnership Agreement and the Agreement of Limited Partnership of the Operating Partnership (the "OP Agreement") in order to effect the transactions contemplated hereby. (b) At the Closing, and subject to the terms and conditions set forth in this Contribution Agreement, the Operating Partnership shall transfer to the Contributor, absolutely and unconditionally, all of the Excluded Interests (as such term is defined in Recital G herein) previously contributed by the Contributor to the Operating Partnership.