Contribution of Properties. 2.1. Upon the terms and conditions hereinafter set forth, Transferors agree to contribute and Transferee agrees to acquire the following:
2.1.1 All of Place’s right, title and interest in the Western Membership Interests;
2.1.2 All of Mezz’s right, title and interest in the Mezz Membership Interests; and
2.1.3 All of Mezz’s right, title and interest in the General Partner Interests.
2.2. Through its acquisition of the Membership Interests, it is the parties’ intention that Transferee will indirectly acquire all assets of the Property Owners, including without limitation:
2.2.1 All of the Property Owners’ right, title and interest in their respective parcels of real property more particularly described in Exhibit A-2 attached hereto and incorporated herein by this reference (collectively, the “Land”), together with all rights and appurtenances pertaining thereto (including, without limitation, all appurtenant easements over any adjacent property);
2.2.2 All buildings, improvements, and fixtures located on the Land (collectively, the “Improvements”);
2.2.3 All equipment, machinery, furnishings, supplies, and other tangible personal property owned by the Property Owners that is now or hereafter located at or within the Land or the Improvements and used in connection with the operation or occupancy thereof, including, without limitation, all personal property listed in Schedule 2.3 hereof (herein referred to collectively as the “Tangible Personal Property”); and
2.2.4 All of the Property Owners’ right, title, and interest in and to any intangible personal property now or hereafter owned by the Property Owners in connection with the Land, the Improvements or the Tangible Personal Property, including without limitation all of the Property Owners’ rights in and to all tradenames and trademarks associated with the Properties including without limitation the tradenames and trademarks identified in Schedule 2.4(a) attached hereto (collectively, the “Tradenames”), any and all transferable warranties, guaranties, and lien waivers relating to the Improvements or any Tangible Personal Property, all transferable software licenses used in the management or operation of the Properties including without limitation the licensees’ rights under the WebRoomz software licenses (the “WebRoomz Licenses”) described in Schedule 2.4(b) attached hereto and all transferable certificates of occupancy, plans, specifications, permits, licenses, approvals, and authorizations by any Governm...
Contribution of Properties. Subject to the terms and conditions contained in this Contribution Agreement, each Transferor agrees to contribute to the Partnership, and the Partnership agrees to acquire from the Transferors, all of the Transferors' right, title and interest in and to the Projects, each of which includes all of the Transferors' right, title and interest in and to the following described property:
1.1 Fee title to each parcel of real property described on Schedule 1 (individually, a "Parcel" and collectively, the "Parcels");
1.2 All easements, rights-of-way, appurtenances, and other rights and benefits belonging to each Parcel, and all public or privxxx xxxxxxx, xxxxx, xxxxxxx, xxleys, or passways, open or proposed, on or abutting each Parcel, and any future award made to or to be made in lieu thereof, and any future award for damage to any Parcel by reason of a change of grade in any street, alley, road, or avenue, as aforesaid (all of the foregoing being included within the term "Parcel");
1.3 All of the buildings, structures, fixtures, facilities, installations, and other improvements of every kind and description now or hereafter in, on, over and under each Parcel, and all plumbing, gas, electrical, ventilating, lighting and other utility systems, ducts, hot water heaters, oil burners, domestic water systems, elevators, escalators, canopies, signs, air conditioning systems, carpeting, telephone systems, alarm systems and all other building systems and fixtures attached to or comprising a part of all such improvements (collectively, with respect to each Parcel, the "Improvements");
1.4 Any and all leases, subleases, licenses, concessions, and other forms of agreement, however denominated, written or oral, granting the right of use or occupancy of any portion of the Improvements (each, a "Lease" and collectively, the "Leases"), to any retail tenant or other such party (a "Tenant"), and all renewals, modifications, amendments, guarantees, and other agreements affecting the same;
Contribution of Properties. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 4.3), (i) each Contributor shall contribute and convey to Operating Partnership, or a wholly-owned subsidiary of Operating Partnership, all of such Contributor’s right, title and interest in and to the Contributed Interests owned and/or held by such Contributor free and clear of all encumbrances other than Permitted Encumbrances, (ii) each Acquisition Sub shall be merged with and into each Merging Entity, with each Acquisition Sub as the surviving entity, in exchange for which Operating Partnership shall pay and issue to such Contributor and Merging Entity (or such Unit Recipients and Cash Recipients designated by such Contributor or Merging Entity) such amount of cash and OP Units comprising the Closing Consideration having a total value equal to the Allocated Value for the Property owned by such Contributor’s Contributed Entity or by such Merging Entity, as set forth on Exhibit A attached hereto and made a part hereof. Each Contributor shall promptly, after the Closing, dissolve and liquidate, distributing in its dissolution and liquidation such cash and OP Units, if any, to its members with each Contributor remitting the amount of cash to those of its members who are Cash Recipients, all as set forth on the Closing Consideration Election Notice to be provided to Operating Partnership prior to the Closing. The LTD Entities, such Contributors, and the owners of each Merging Entity agree to enter into a joint voting and designation agreement with LTD pursuant to which such parties shall designate to LTD the exercise of their respective voting rights as holders of OP Units as to the rights described in Section 6.1 and summarized in Exhibit O hereto. (b)
Contribution of Properties. 10 4.1 Identification of Properties to Be Contributed 10 4.2 Closing of Property Contributions 10
Contribution of Properties. 4.1 Identification of Properties to Be Contributed (a) Exhibit A hereto sets forth a list of certain self- service storage facilities owned or leased and recently constructed or currently under construction by SSCI (each, a "Property" and, together, the "Properties"). Also set forth on Exhibit A is the radius of the relevant trade area for each Property (a "Trade Area"). On or following the Operative Date, Shurgard will cause each of such Properties to be contributed to the Partnership following the completion of construction of such Property by SSCI pursuant to a Contribution Agreement (the "Contribution Agreement") between the Partnership and Shurgard dated on or prior to the Operative Date (except for any such Property whose contribution is excluded under the terms of the Contribution Agreement).
Contribution of Properties. (a) Within fifteen days after the later to occur of the Court's approval of this Agreement and the Court's tentative approval of a business plan for the operation of the Class Entity (Section 15 hereof) (the last of such agreements to occur referred to as "Court Approval") and within five days of obtaining any required lender approval for the transfer of each Property (not to exceed sixty days), the Partnership shall transfer all of its right, title and interest in the following five Properties to the Class Entity:
i. Cross County Mall Mattoon, Illinois
ii. Harbor Plaza Shopping Center Aurora, Colorado
iii. Katella Plaza Orange, California
iv. Southern Palms Shopping Center Tempe, Arizona
v. Westwood Shopping Center Tallahassee, Florida
(b) The Partnership shall pay all closing costs of transferring the Properties to the Class Entity, including escrow fees, title insurance fees and expenses, and transfer taxes.
(c) Invenex and Class Counsel shall have until January 19, 1998 (or, upon written notice by either of them to the other parties, until February 2, 1998) (the "Drop Dead Date") to complete their due diligence on the Properties. The Partnership agrees to fully cooperate with Invenex and Class Counsel to enable them to conduct their due diligence. The Partnership shall reimburse, upon demand, Invenex and Class Counsel for all expenses reasonably incurred by them in conducting such due diligence, including the cost of consultants, advisors, or experts retained by them to conduct such due diligence. Invenex or Class Counsel may terminate this Agreement, by notice in writing to the partes given on or prior to the close of business on the Drop Dead Date, in the event that Invenex or Class Counsel, in good faith, based upon their due diligence of the Properties, concludes that any of the representations made by the Partnership in Section 20 hereof is untrue in any material respect.
(d) Neither Syntek nor any affiliate of Syntek shall charge or accept from the Partnership a fee, commission, or other compensation in connection with the transfer of the Properties to the Class Entity.
Contribution of Properties. 4.1 Identification of Properties to Be Contributed (a) Exhibit A hereto sets forth a list of certain self- service storage facilities owned or leased and recently constructed or currently under construction by SSCI (each, a "Property" and, together, the "Properties"). On or following the Operative Date, Shurgard will cause each of such Properties to be contributed to the Partnership following the completion of construction of such Property by SSCI pursuant to a Contribution Agreement (the "Contribution Agreement") between the Partnership and Shurgard dated on or prior to the Operative Date (except for any such Property whose contribution is excluded under the terms of the Contribution Agreement).
Contribution of Properties. 11 4.1 Identification of Properties to Be Contributed..................................... 11 4.2
Contribution of Properties. Subsequent to the formation of the New Property Owning Entities and prior to the Closing, Colonial REIT shall cause the Operating Partnership to convey or cause to be conveyed each of the Properties to one of the Property Owning Entities, such that, upon consummation of all of these conveyances, each Property Owning Entity shall own one Property. Such conveyance shall be by warranty deed and shall be subject only to Permitted Exceptions (as defined below). The obligations of the Colonial REIT under this Section 5.2 shall be deemed satisfied by the delivery of the deeds of conveyance for the Properties by the Operating Partnership to the Title Company (as defined below) with irrevocable instructions to the Title Company to record the deeds, even if the deeds are not recorded in the applicable land records prior to the Closing.
Contribution of Properties. Subsequent to the formation of the Property Owning Entities and prior to the Closing, Colonial REIT shall cause the Operating Partnership to convey or cause to be conveyed good and marketable fee title to each of the Properties together with the Appurtenant Rights to one of the Property Owning Entities, such that, upon consummation of all of these conveyances, each Property Owning Entity shall own fee title together with the Appurtenant Rights to one Property. Such conveyance shall be by special warranty deed and pursuant to the other documents set forth in Section 9.2.1 below and shall be subject only to Permitted Exceptions (as defined below). The obligations of the Colonial REIT under this Section 5.2 shall be deemed satisfied by the delivery of the deeds of conveyance for the Properties by the Operating Partnership to the Title Company (as defined below) with irrevocable instructions to the Title Company to record the deeds, even if the deeds are not recorded in the applicable land records prior to the Closing
