Common use of CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION Clause in Contracts

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has made a Valid Election to receive OP Units or cash 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 the Member Control Agreement), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreement; provided that the Operating Partnership accepts the assignment by such Contributor, agrees to be bound by the terms of the Member Control Agreement 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 in the Contributed Entity with respect to such Contributor’s Contributed Interest on or after the Closing Date.

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has made a Valid Election to receive OP Units or cash 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 the Member Control Agreementpartnership, limited liability company or similar agreement(s) of the applicable American Assets Entities (the “Organizational Documents”)), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control AgreementOrganizational Documents; provided provided, that the Operating Partnership accepts the assignment by such Contributor, each Contributor and agrees to be bound by the terms of the Member Control Agreement Organizational Documents governing each 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 such each Contributor in the Contributed Entity applicable American Assets Entities with respect to such each Contributor’s Contributed Interest on or after the Closing Date.

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating PartnershipOP Subsidiary, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreementpartnership, limited liability company or similar agreement(s) of the applicable American Assets Entities (the “Organizational Documents”)), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreementits Organizational Documents; provided provided, that the Operating Partnership OP Subsidiary accepts the assignment by such Contributor, Contributor and agrees to be bound by the terms of the Member Control Agreement Organizational Documents governing such 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 such Contributor in the Contributed Entity applicable American Assets Entities with respect to such Contributor’s Contributed Interest on or after the Closing Date.

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each the Contributor who has made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers transfers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control DEG Operating Agreement and the DEGA Operating Agreement), all of its right, title and interest in and to its the Contributed Interests, including all rights to indemnification in favor of such the Contributor under the Member Control agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Agreement; provided provided, that the Operating Partnership accepts the assignment by such Contributor, the Contributor and agrees to be bound by the terms of the Member Control DEG Operating Agreement and the DEGA Operating Agreement 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 the Contributor in the Contributed Entity as a member of DEG and DEGA with respect to such Contributor’s the Contributed Interest Interests arising solely on or after the Closing Date.