Contribution of Pomerado Property Sample Clauses

Contribution of Pomerado Property. Notwithstanding anything to the contrary contained in the Contribution Agreement (as hereby amended, including, without limitation, Sections 4.4 and 6.1.19 thereof), Pomerado LLC shall not be required to deliver a Completion Notice in connection with the Contribution Transaction with respect to the Pomerado Property, and instead, the parties agree that: (a) the Net Operating Income and the Cap Rate with respect to the Pomerado Property shall be the agreed upon net operating income amount and cap rate, respectively, specified on Exhibit “A” attached hereto, which Cap Rate shall be deemed to be the Pomerado Property’s “Cap Rate” as set forth on Exhibit “B-2”” for purposes of the first sentence of Section 2.1.1 of the Contribution Agreement; (b) Pomerado LLC hereby elects to engage in a Property Contribution; (c) a supplement to Exhibit “D” to the Contribution Agreement (which identifies the Prop 13 Tax Increases and the applicable phase-in period (not to exceed three (3) years) for the Pomerado Property) is attached hereto as Exhibit “B”; (d) for purposes of Section 2.4 of the Contribution Agreement, Transferee is concurrently herewith reimbursing Pomerado LLC for and/or assuming all obligations relating to any expenses or other sums due pursuant to the last sentence thereof (which relate to the costs of tenant improvement work and leasing costs); (e) access to the Property Documents relating to the Pomerado Property has been made available to the Operating Partnership; (f) a copy of the Property Questionnaire with respect to the Pomerado Property has been made available to the Operating Partnership; (g) the Development Property Diligence Period with respect to the Pomerado Property shall be deemed to have terminated on the Effective Date; (h) a PTR (the “Pomerado PTR”), dated as of October 10, 2009 (the “PTR Date”), Underlying Documents, Survey and UCC Search with respect to the Pomerado Property have been delivered to Transferee; (i) for purposes of the penultimate sentence of Section 4.2.4 of the Contribution Agreement, the legal description of the Pomerado Property as of the date on which the Completion Notice is delivered shall mean the legal description as attached to the Pomerado PTR, and the date after which Pac Med LLC and Pomerado LLC are precluded from causing the creation of any exception or encumbrance against the Pomerado Property shall be the PTR Date; (j) a copy of the Certificate of Representations executed by Pomerado LLC as of the Effectiv...
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Related to Contribution of Pomerado Property

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

  • Contributed Property Notwithstanding any other provision of this Agreement, the Members shall cause depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or revalued by the Company to be allocated among the Members for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Initial Capital Contribution of Owner Trust Estate The Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Transferor shall pay organizational expenses of the Issuer as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

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