Common use of Contribution of Property Interests and Other Assets Clause in Contracts

Contribution of Property Interests and Other Assets. At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor shall contribute, transfer, assign, convey and deliver (or cooperate to cause the Partnership that owns the Property to be contributed by Direct Contribution to contribute, transfer, assign, convey and deliver, as applicable) to the Operating Partnership, and the Operating Partnership shall acquire and accept, (i) all of the Contributor’s right, title and interest in and to the Property Interests in the Property, which Property is listed on Schedule 1.2, if any, and (ii) all right, title and interest held directly or indirectly by the Contributor in (x) all “Fixtures and Personal Property” (defined as all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property used in connection with the operation or maintenance of the Property; excluding, however, all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property owned by tenants, subtenants, guests, invitees, employees, easement holders, service contractors and other Persons who own any such property located on the Property) related to the Property, if any, (y) all intangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management or occupancy of the Property, if any (the “Intangible Property,” and together with the Fixtures and Personal Property, the “Contributed Assets”), and (z) all agreements and arrangements related to the Property, to which the Contributor is a party, directly or indirectly, including without limitation, (1) all leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of any the Property (“Leases”), if any, (2) all service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to any the Property (“Service Contracts”), if any, and (3) those certain agreements listed on Schedule 1.2 (including without limitation, all Leases and Service Contracts listed on Schedule 1.2) (all such agreements and arrangements, collectively, the “Assumed Agreements”), and in each case, free and clear of any and all Liens, subject only to the Permitted Encumbrances (as defined in Exhibit C). The contribution of the Contributed Assets and the Assumed Agreements, if any, and the assumption of all obligations thereunder, shall be evidenced by the Contribution and Assumption Agreement. Notwithstanding the foregoing, the parties expressly acknowledge and agree that all agreements and arrangements related to the Property, if any, which are not Assumed Agreements shall not be contributed, transferred, assigned, conveyed or delivered to the Operating Partnership pursuant to this Agreement, and the Operating Partnership shall not have any rights or obligations with respect thereto.

Contribution of Property Interests and Other Assets. At the Closing and subject to the terms and conditions contained in this Agreement, the each Contributor shall contribute, transfer, assign, convey and deliver (or cooperate to cause the Partnership that owns or ground leases the Property to be contributed by Direct Contribution to contribute, transfer, assign, convey and deliver, as applicable) to the Operating Partnership, and the Operating Partnership shall acquire and accept, (i) all of the such Contributor’s right, title and interest in and to the Property Interests in the PropertyProperties, which Property is Properties are listed on Schedule 1.2, if any, and (ii) all right, title and interest held directly or indirectly by the such Contributor in (xw) all “Fixtures and Personal Property” (defined as all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property used in connection with the operation or maintenance of the PropertyProperties; excluding, however, all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property owned by tenants, subtenants, guests, invitees, employees, easement holders, service contractors and other Persons who own any such property located on the PropertyProperties) related to the Propertysuch Properties, if any, (yx) all intangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management or occupancy of the Propertysuch Properties, if any (the “Intangible Property”), (y) the management business of Xxxxxx Capital, LLC (the “Management Business,” and together with the Fixtures and Personal Property and the Intangible Property, the “Contributed Assets”), and (z) all agreements and arrangements related to the Propertysuch Properties, if any, to which the Contributor is Contributors are a party, directly or indirectly, including without limitation, (1) all leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of any the such Property (“Leases”), if any, (2) all service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to any the such Property (“Service Contracts”), if any, and (3) those certain agreements listed on Schedule 1.2 (including without limitation, all Leases and Service Contracts listed on Schedule 1.2) (all such agreements and arrangements, collectively, the “Assumed Agreements”), and in each case, free and clear of any and all Liens, subject only to the Permitted Encumbrances (as defined in Exhibit C). The contribution of the Contributed Assets and the Assumed Agreements, if any, and the assumption of all obligations thereunder, shall be evidenced by the Contribution and Assumption Agreement. Notwithstanding the foregoing, the parties expressly acknowledge and agree that all agreements and arrangements related to the Propertysuch Properties, if any, which are not Assumed Agreements shall not be contributed, transferred, assigned, conveyed or delivered to the Operating Partnership pursuant to this Agreement, and the Operating Partnership shall not have any rights or obligations with respect thereto.

Contribution of Property Interests and Other Assets. At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor shall contribute, transfer, assign, convey and deliver (or cooperate to cause the Partnership that owns the Property to be contributed by Direct Contribution to contribute, transfer, assign, convey and deliver, as applicable) to the Operating Partnership, and the Operating Partnership shall acquire and accept, (i) all of the Contributor’s right, title and interest in and to the Property Interests in the PropertyProperties, which Property is Properties are listed on Schedule 1.2, if any, and (ii) all right, title and interest held directly or indirectly by the Contributor in (x) all “Fixtures and Personal Property” (defined as all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property used in connection with the operation or maintenance of the PropertyProperties; excluding, however, all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property owned by tenants, subtenants, guests, invitees, employees, easement holders, service contractors and other Persons who own any such property located on the PropertyProperties) related to the Propertysuch Properties, if any, (y) all intangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management or occupancy of the Propertysuch Properties, if any (the “Intangible Property,” and together with the Fixtures and Personal Property, the “Contributed Assets”), and (z) all agreements and arrangements related to the Propertysuch Properties, if any, to which the Contributor is a party, directly or indirectly, including without limitation, (1) all leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of any the Property such Properties (“Leases”), if any, (2) all service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to any the Property such Properties (“Service Contracts”), if any, and (3) those certain agreements listed on Schedule 1.2 (including without limitation, all Leases and Service Contracts listed on Schedule 1.2) (all such agreements and arrangements, collectively, the “Assumed Agreements”), and in each case, free and clear of any and all Liens, subject only to the Permitted Encumbrances (as defined in Exhibit C). The contribution of the Contributed Assets and the Assumed Agreements, if any, and the assumption of all obligations thereunder, shall be evidenced by the Contribution and Assumption Agreement. Notwithstanding the foregoing, the parties expressly acknowledge and agree that all agreements and arrangements related to the Propertysuch Properties, if any, which are not Assumed Agreements shall not be contributed, transferred, assigned, conveyed or delivered to the Operating Partnership pursuant to this Agreement, and the Operating Partnership shall not have any rights or obligations with respect thereto.

Contribution of Property Interests and Other Assets. At the Closing and subject to the terms and conditions contained in this Agreement, the each Contributor shall contribute, transfer, assign, convey and deliver (or cooperate to cause the Partnership that owns or ground leases the Property to be contributed by Direct Contribution to contribute, transfer, assign, convey and deliver, as applicable) to the Operating Partnership, and the Operating Partnership shall acquire and accept, (i) all of the such Contributor’s right, title and interest in and to the Property Interests in the PropertyProperties, which Property is Properties are listed on Schedule 1.2, if any, and (ii) all right, title and interest held directly or indirectly by the Contributor in (x) all “Fixtures and Personal Property” (defined as all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property used in connection with the operation or maintenance of the PropertyProperties; excluding, however, all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property owned by tenants, subtenants, guests, invitees, employees, easement holders, service contractors and other Persons who own any such property located on the PropertyProperties) related to the Propertysuch Properties, if any, (y) all intangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management or occupancy of the Propertysuch Properties, if any (the “Intangible Property,” and together with the Fixtures and Personal Property, the “Contributed Assets”), and (z) all agreements and arrangements related to the Propertysuch Properties, if any, to which the applicable Contributor is a party, directly or indirectly, including without limitation, (1) all leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of any the such Property (“Leases”), if any, (2) all service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to any the such Property (“Service Contracts”), if any, and (3) those certain agreements listed on Schedule 1.2 (including without limitation, all Leases and Service Contracts listed on Schedule 1.2) (all such agreements and arrangements, collectively, the “Assumed Agreements”), and in each case, free and clear of any and all Liens, subject only to the Permitted Encumbrances (as defined in Exhibit C). The contribution of the Contributed Assets and the Assumed Agreements, if any, and the assumption of all obligations thereunder, shall be evidenced by the Contribution and Assumption Agreement. Notwithstanding the foregoing, the parties expressly acknowledge and agree that all agreements and arrangements related to the Propertysuch Properties, if any, which are not Assumed Agreements shall not be contributed, transferred, assigned, conveyed or delivered to the Operating Partnership pursuant to this Agreement, and the Operating Partnership shall not have any rights or obligations with respect thereto.