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 other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title 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 or its affiliates 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.
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. At the Closing (as defined in Section 2.2 herein) and subject to the terms and conditions contained in this Agreement, 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 D hereto), all of its Partnership Interests, including all of Contributor's rights and interests to the Partnerships (which are not the subject of the RFM Option Agreement) and all rights to indemnification in favor of Contributor under the agreements pursuant to which Contributor or its Affiliates acquired the Partnership Interests transferred pursuant to this Agreement. The contribution of the Partnership Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit B attached hereto. Furthermore, Contributor shall execute and upon the Operating Partnership's request shall cause each of its individual constituent partners, members and/or beneficiaries (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. The parties shall take such additional actions and execute such additional documentation as may be required by each 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 (without, however, the expenditure of any additional money or the incurring of any additional liability by Contributor not contemplated herein (including Exhibit D hereto) unless advanced such money or held harmless from such additional liability by the Operating Partnership by agreement in form and substance reasonably acceptable to Contributor).
Contribution Transaction. At the Closing and subject to the terms and conditions contained in this Agreement:
Contribution Transaction. (a) At the Closing and subject to the terms and conditions contained in this Agreement and in accordance with applicable Laws, each 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 Interests), all of its right, title and interest in and to the Contributed Interests, including all rights to indemnification in favor of such Contributor under the Organizational Documents; provided, that the Operating Partnership accepts the assignment by such Contributor and agrees to be bound by the terms of the Organizational Documents governing such Contributor’s Contributed Interests 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 such Contributor with respect to such Contributor’s Contributed Interests on or after the Closing Date.
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, each Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, and the Operating Partnership shall assume, absolutely and unconditionally and free and clear of all Liens other than Permitted Exceptions, but without recourse, representation or warranty except as expressly set forth herein, all of Contributor’s undivided right, title and interest in and to the Contributor’s Property and the obligations with respect thereto. The contribution of each Property shall be evidenced by the Transfer Documents (as defined below).
Contribution Transaction. 2 1.2 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.
