Contribution Transaction. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit G), all of its Participating Entity Interests, including, without limitation, all of Contributor's rights and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunder.
(b) At the Closing and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit G), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens.
(c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the Agreement of Limited Partnership of the Operating Partnership (the "OP Partnership Agreement") or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby, including any actions or documentation necessary or advisable in connection with a Direct Contribution, Merger...
Contribution Transaction. At the Closing and subject to the terms and conditions contained in this Agreement, each Contributor shall and does, effective as of the Closing, hereby assign, set over, and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, all of such Contributor’s right, title and interest in and to the Ownership Interests, in exchange for the consideration set forth in Section 1.02.
Contribution Transaction. At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor shall (i) contribute, assign, set over, deliver and transfer to the Operating Partnership and/or the Company, as applicable, or a designee thereof absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to the Contributed Interests and (ii) pay to the Operating Partnership an amount in cash (the “Cash Amount”) equal to the Contributor’s Notional Loan Balance in Paramount GREF III, L.L.C. at the Closing, if any.
Contribution Transaction. (a) At the Closing and subject to the terms and conditions contained in this Agreement and in accordance with applicable Laws, the Contributor hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens (other than those arising under Organizational Documents governing the Contributed Interest), all of its right, title and interest in and to the Contributed Interest, including all rights to indemnification in favor of the Contributor under the Organizational Documents; provided, that the Operating Partnership accepts the assignment by the Contributor and agrees to be bound by the terms of the Organizational Documents governing the Contributor’s Contributed Interest and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of the Contributor with respect to the Contributor’s Contributed Interest on or after the Closing Date.
(b) Without limiting the foregoing, the Contributor, on behalf of itself and its Affiliates, consents to, and agrees and acknowledges that all requirements and conditions for the transactions contemplated by this Agreement, including the transfer of the Contributed Interest and the admission of the Operating Partnership as a partner or member of the Contributed Entity have been satisfied or otherwise waived.
(c) All of the parties hereto agree that, as a result of the assignment and assumptions hereunder and under the RIF Fund Contribution Agreements, for purposes of the Organizational Documents governing the Contributed Entity, the Operating Partnership shall be a substituted general partner, limited partner, manager or member, as the case may be, of the applicable Contributed Entity.
Contribution Transaction. At the Closing (as defined in Section 2.2 herein) and subject to the terms and conditions contained in this Contribution Agreement, the Contributor shall transfer to the Operating Partnership, absolutely and unconditionally, all of the Interest (as such term is defined in Recital A herein). The contribution of the Contributor's Interest shall be evidenced by a "CONTRIBUTION AND ASSUMPTION AGREEMENT" in substantially the form of EXHIBIT "A" attached hereto. The parties shall take such additional actions and execute such additional documentation as may be required by the agreement of limited partnership dated as of January 18, 1987 of the Partnership (the "PARTNERSHIP AGREEMENT") in order to effect the transactions contemplated hereby.
Contribution Transaction. At the Closing (as defined below), the Contributors shall contribute, transfer, assign, convey and deliver to the Operating Partnership, and the Operating Partnership shall assume, free and clear of all Liens, except as provided below in Section 1.3, all of the Contributors’ right, title and interest in and to the Interests and the obligations with respect thereto. The contribution of the Interests shall be evidenced by the Transfer Documents (as defined below).
Contribution Transaction. At the Closing and subject to the terms and conditions contained in this Agreement:
(a) SCLP shall and does, effective as of the Closing, hereby assign, set over and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, the Minority Partner Interests, in exchange for the consideration set forth in Section 1.02.
(b) SCLP shall and does, effective as of the Closing, hereby assign, set over and transfer the Sub 1 Ownership Interests to Sub 1, and the Sub 2 Ownership Interests to Sub 2.
(c) Sub 1 shall and does, effective as of the Closing, hereby assign, set over and transfer to the REIT, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, the Sub 1 Ownership Interests, in exchange for the consideration set forth in Section 1.02.
(d) Sub 2 shall and does, effective as of the Closing, hereby assign, set over and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, the Sub 2 Ownership Interests, in exchange for the consideration set forth in Section 1.02.
(e) SCGP shall and does, effective as of the Closing, hereby assign, set over and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, all of SCGP’s right title and interest in and to the GP Holder Stock, in exchange for the consideration set forth in Section 1.02.
(f) Pursuant to the Operating Partnership Agreement, the Operating Partnership has accepted the Sub 1 Ownership Interests from the REIT in exchange for OP Units;
Contribution Transaction. Minimum Consideration and Exchange of OP Units . . . . . . . . . . 2 1.3
Contribution Transaction. At the Closing (as defined in ARTICLE 2.2 herein) and subject to the terms and conditions contained in this Contribution Agreement, the Contributor shall transfer to the Operating Partnership, absolutely and unconditionally, all of its Partnership Interest (as such term is defined in Recital B herein). The contribution of the Contributor's Partnership Interest shall be evidenced by a "CONTRIBUTION AND ASSUMPTION AGREEMENT" for each of the Partnerships in substantially the form of EXHIBIT "B" attached hereto. Furthermore, the Contributor shall 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. The parties shall take such additional actions and execute such additional documentation as may be required by the Partnership Agreement and the Agreement of Limited Partnership of the Operating Partnership (the "OP AGREEMENT") in order to effect the transactions contemplated hereby.
Contribution Transaction. 76 5.12 Payment of Brokers' or Finders' Fees.......................................................... 78 5.13 Conduct of Business........................................................................... 78 5.14
