Common use of Contribution of Partnership Interests Clause in Contracts

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 herein) and subject to the terms and conditions contained in this Agreement, each the Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally, and free and clear of all LiensLiens (other than the Permitted Encumbrances), all of its right, title and interest to the Partnership Interests and Property Interests (if any)Interests, including all of such the Contributor's ’s rights and interests to the Partnerships and all rights to indemnification in favor of such the Contributor under the agreements pursuant to which such the 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. 1if any. The contribution of each Contributor's the Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B-1 B attached hereto. Furthermore, each Contributor shall execute or shall cause each of its individual constituent partners and/or members hereto (as applicable) to execute the “Contribution 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 deedAssumption Agreement”). The parties shall take such additional actions and execute such additional documentation as may be required reasonably requested by each relevant the Operating Partnership Agreement and in order to effect the transactions contemplated hereby. The Operating Partnership agrees to promptly provide the Contributor with a copy of any proposed changes to the form of Amended and Restated Agreement of Limited Partnership of the Operating Partnership which is attached hereto as Appendix D (the "“OP Agreement") or as requested in ”). Additionally, the reasonable judgment of counsel to Contributor, the Operating Partnership in order to effect and the transactions contemplated herebyCompany agree that, from and after the Closing, the Contributor shall no longer be a member, manager, or partner of any Partnership, and after the Closing shall have no obligations or responsibilities under any Partnership Agreement.

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 right, title and interest to its Partnership Interests and Property Interests (if any)Interests, including all of such the Contributor's ’s rights and interests to the Partnerships and all rights to indemnification in favor of such the Contributor under the agreements pursuant to which such the 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. 1if any. The contribution and assumption of each Contributor's ’s Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B-1 B attached hereto. Furthermore, each Contributor shall execute or shall cause each of its individual constituent partners and/or members hereto (as applicable) to execute the “Contribution 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 deedAssumption Agreement”). 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 Partnership, the contemplated form of which is attached hereto as Appendix D (the "“OP Agreement") ”), or as reasonably requested in the reasonable judgment of counsel to by the Operating Partnership in order to effect the transactions contemplated hereby. The Operating Partnership agrees to promptly provide the Contributor with a copy of any proposed changes to the OP Agreement from the form attached hereto as Appendix D. Additionally, the Contributor, the Operating Partnership and the Company agree that, from and after the Closing, the Contributors, TMG and the Hxxxxx Contributors shall no longer be Members or, if applicable, a Managing Member of any Partnership, and after the Closing shall have no obligations or responsibilities as a Member or Managing Member, as applicable, under any Partnership Agreement.

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 such Contributor’s right, title and interest to such Contributor’s Partnership Interests and Property Interests (if any)Interests, including all of such Contributor's ’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 such Contributor’s 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. 1if any. The contribution and assumption of each Contributor's ’s Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B-1 B attached hereto. Furthermore, each Contributor shall execute or shall cause each of its individual constituent partners and/or members hereto (as applicable) to execute the “Contribution 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 deedAssumption Agreement”). 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 Partnership, the contemplated form of which is attached as Appendix D (the "“OP Agreement"”) or as reasonably requested in the reasonable judgment of counsel to by the Operating Partnership in order to effect the transactions contemplated hereby.. The Operating Partnership agrees to promptly provide the Contributors with a copy of any proposed changes to the OP Agreement from the form attached hereto as Appendix D. Additionally, the Contributors, the Operating Partnership and the Company agree that, from and after the Closing, the Contributors and the Farallon Contributors shall no longer be Members or, if applicable, a Managing Member of any Partnership, and after the Closing shall have no obligations or responsibilities as a Member or Managing Member, as applicable, under any Partnership Agreement

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 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)Interests, including all of such the Contributor's ’s rights and interests to the Partnerships Partnership and all rights to indemnification in favor of such the Contributor under the agreements pursuant to which such the 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. 1if any. The contribution and assumption of each Contributor's the Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B-1 B attached hereto. Furthermore, each Contributor shall execute or shall cause each of its individual constituent partners and/or members hereto (as applicable) to execute the “Contribution 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 deedAssumption Agreement”). 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 Partnership, the contemplated form of which is attached hereto as Appendix D (the "“OP Agreement") ”), or as reasonably requested in the reasonable judgment of counsel to by the Operating Partnership in order to effect the transactions contemplated hereby. The Operating Partnership agrees to promptly provide the Contributor with a copy of any proposed changes to the OP Agreement from the form attached hereto as Appendix D. Additionally, the Contributor, the Operating Partnership and the Company agree that, from and after the Closing, the Contributor and Soma Square shall no longer be Members or, if applicable, the Managing Member of the Partnership, and after the Closing shall have no obligations or responsibilities as a Member or Managing Member, as applicable, under the Partnership Agreement.

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 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)Interests, including all of such the Contributor's ’s rights and interests to the Partnerships and all rights to indemnification in favor of such the Contributor under the agreements pursuant to which such the 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. 1if any. The contribution of each Contributor's the Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B-1 B attached hereto. Furthermore, each Contributor shall execute or shall cause each of its individual constituent partners and/or members hereto (as applicable) to execute the “Contribution 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 deedAssumption Agreement”). 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 Partnership, the contemplated form of which is attached hereto as Appendix D (the "“OP Agreement") ”), or as reasonably requested in the reasonable judgment of counsel to by the Operating Partnership in order to effect the transactions contemplated hereby. The Operating Partnership agrees to promptly provide the Contributor with a copy of any proposed changes to the OP Agreement from the form attached hereto as Appendix D. Additionally, the Contributor, the Operating Partnership and the Company agree that, from and after the Closing, the Contributor shall no longer be a Member or, if applicable, a Managing Member of any Partnership, and after the Closing shall have no obligations or responsibilities as a Member or Managing Member, as applicable, under any Partnership Agreement.