Contribution of Partnership Interests. At the Closing (as defined in Section 2.2 herein) and subject to the terms and conditions contained in this Agreement, each Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally, and free and clear of all Liens, all of its Partnership Interests and Property Interests (if any), including all of such Contributor's rights and interests to the Partnerships and all rights to indemnification in favor of such Contributor under the agreements pursuant to which such Contributor or its affiliates acquired the Partnership Interests and Property Interests (if any) transferred pursuant to this Agreement; provided however, that the Contributors are not contributing any of the related promissory notes and other side letters and ancillary agreements listed on Schedule 1.1. The contribution of each Contributor's Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B-1 attached hereto. Furthermore, each Contributor shall execute or shall cause each of its individual constituent partners and/or members (as applicable) to 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; provided, however, any direct transfer of title to a Property shall be made by way of a grant deed. The parties shall take such additional actions and execute such additional documentation as may be required by each relevant Partnership Agreement and the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the "OP Agreement") or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby.
Contribution of Partnership Interests. At the Closing (as defined in Section 2.2 below) and subject to the terms and conditions contained in this Agreement, each Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, free and clear of all Liens (other than Liens that will be released upon consummation of the Public Offering and the other related debt financing transactions contemplated thereby), all of such Contributor’s right, title and interest to the Partnership Interests held by such Contributor. The contribution and assumption of each Contributor’s Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B attached hereto (the “Contribution and Assumption Agreement”). The parties shall take such additional actions and execute such additional documentation as may be required by each relevant Partnership Agreement and the Agreement of Limited Partnership of the Operating Partnership, the contemplated form of which is attached as Appendix C (the “OP Agreement”) in order to effect the transactions contemplated hereby. Additionally, the Contributors, the Operating Partnership and the Company agree that, from and after the Closing, the Contributors shall no longer be members or limited partners or, if applicable, a managing member or general partner of any Partnership, and after the Closing shall have no obligations or responsibilities as a member, limited partner, managing member or general partner, as applicable, under any Partnership Agreement.
Contribution of Partnership Interests. DMC hereby transfers, assigns, and conveys to the Partnership as a capital contribution, and the Partnership accepts and acquires from DMC, the Contributed Partnership Interests, including, but not limited to, all right, title, and interest of DMC in and to the properties (real and personal), capital, cash flow distributions, profits, and losses of the IFDC Partnership attributable to the Contributed Partnership Interests.
Contribution of Partnership Interests. (a) SBCM shall, at or prior to the time specified by the Management Committee of GSNY as the Effective Time pursuant to Article I, paragraph 1 of the Memorandum of Agreement, and the other persons becoming partners of the Partnership or GSNY, as the case may be, as of the Effective Time shall, at or prior to the Effective Time or as soon as practicable thereafter, execute and deliver the Memorandum of Agreement and the GSNY Memorandum of Agreement, as appropriate.
Contribution of Partnership Interests. Subject to and upon the terms and conditions hereinafter set forth and the representations and warranties contained herein:
Contribution of Partnership Interests. Developer may elect, with the approval of Investor, which shall not be unreasonably withheld, to contribute the portion of the Land and Improvements which are located in the State of New Jersey to a newly-formed Delaware limited liability company of which BOP is the sole member and, in lieu of deeding such Property to the Company, transferring all of its interest in such limited liability company to the Company.
Contribution of Partnership Interests. Codina agrees to contribute ------------------------------------- and assign to Acquirer and Acquirer agrees to acquire and accept subject to and in accordance with the terms and conditions stated herein, all of Codina's right, title and interest in and to Codina/Tradewind, Ltd. a Florida limited partnership (the "CT Partnership Interest"). Codina and CFI agree to contribute and assign to Acquirer and Acquirer agrees to acquire and accept subject to and in accordance with the terms and conditions stated herein all of their rights, title and interests in Codina/Tradewind No. 4 Ltd., a Florida limited partnership (the "CT No. 4 Partnership Interest" and together with the CT Partnership Interest, the "Codina Partnership Interests"). Xxxxxxxx and Xxxxx agree to contribute and assign to Acquirer and Acquirer agrees to acquire and accept subject to and in accordance with the terms and conditions stated herein, all of their rights, title and interests in and to Raha Associates, Ltd. a Florida limited partnership (the "Raha Partnership Interests" and, together with the Codina Partnership Interests, the "Partnership Interests").
Contribution of Partnership Interests. At the Closing (as defined in Section 2.2 herein) and subject to the terms and conditions contained in this Agreement, the Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally, and free and clear of all Liens, all of its right, title and interest to the Partnership Interests and Property Interests (if any), including all of the Contributor’s rights and interests to the Partnerships and all rights to indemnification in favor of the Contributor under the agreements pursuant to which the Contributor or its affiliates acquired the Partnership Interests and Property Interests (if any) transferred pursuant to this Agreement. The contribution of the Contributor’s Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B attached hereto. The parties shall take such additional actions and execute such additional documentation as may be required by each relevant Partnership Agreement and the Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “OP Agreement”) or as reasonably requested by the Operating Partnership in order to effect the transactions contemplated hereby.
Contribution of Partnership Interests
