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

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor shall contribute, assign, set over, deliver and transfer to the Operating Partnership absolutely and unconditionally and free and clear of all Liens (other than Permitted Liens), all of its right, title and interest in and to the Contributed Interests, including all rights of the Contributor under the agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Agreement. The contribution of the Contributed Interests shall be evidenced by the execution and delivery of an Assignment and Assumption Agreement in substantially the form of Exhibit D attached hereto and incorporated herein by reference (the “Assignment and Assumption Agreement”). (b) Notwithstanding anything in Section 1.01(a) to the contrary, the Contributor shall not contribute, assign, set over, deliver or transfer any of Contributor’s right, title and interest to any assets of the Contributor set forth in Schedule 1.01 under the heading “Fund V Cayman Sub REIT” (“Excluded Assets”).

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing and subject to the terms and conditions contained in this Contribution Agreement, the Contributor shall contribute, assign, set over, deliver and transfer to the Operating Partnership Company absolutely and unconditionally and free and clear of all Liens (other than Permitted Liens), all of its right, title and interest in and to the Contributed Interests, including all rights to indemnification in favor of the Contributor under the agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Contribution Agreement. The contribution of the Contributed Interests shall be evidenced by the execution and delivery of an Assignment and Assumption Agreement in substantially the form of Exhibit D G attached hereto and incorporated herein by reference (the “Assignment and Assumption Agreement”). (b) Notwithstanding anything in Section 1.01(a) to the contrary, the Contributor shall not contribute, assign, set over, deliver or transfer any of Contributor’s right, title and interest to any assets of the Contributor set forth in Schedule 1.01 under the heading “Fund V Cayman Sub REITArcade 2” (“Excluded Assets”).

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor shall contribute, assign, set over, deliver and transfer to the Operating Partnership absolutely and unconditionally and free and clear of all Liens (other than Permitted Liens), all of its right, title and interest in and to the Contributed Interests, Interests including all rights to indemnification in favor of the Contributor under the agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Agreement. The contribution of the Contributed Interests shall be evidenced by the execution and delivery of an Assignment and Assumption Agreement in substantially the form of Exhibit D attached hereto and incorporated herein by reference (the “Assignment and Assumption Agreement”). (b) Notwithstanding anything in Section 1.01(a) to the contrary, the Contributor shall not contribute, assign, set over, deliver or transfer any of Contributor’s right, title and interest to any assets of the Contributor set forth in Schedule 1.01 under the heading “Fund V IV Cayman Sub REIT” (“Excluded Assets”).

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor shall contribute, assign, set over, deliver and transfer to the Operating Partnership absolutely and unconditionally and free and clear of all Liens (other than Permitted Liens), all of its right, title and interest in and to the Contributed Interests, including all rights to indemnification in favor of the Contributor under the agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Agreement. The contribution of the Contributed Interests shall be evidenced by the execution and delivery of an Assignment and Assumption Agreement in substantially the form of Exhibit D attached hereto and incorporated herein by reference (the “Assignment and Assumption Agreement”). (b) Notwithstanding anything in Section 1.01(a) to the contrary, the Contributor shall not contribute, assign, set over, deliver or transfer any of Contributor’s right, title and interest to any assets of the Contributor set forth in Schedule 1.01 under the heading “Fund V Cayman Sub REITIII” (“Excluded Assets”).

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing and subject to the terms and conditions contained in this Contribution Agreement, the Contributor shall contribute, assign, set over, deliver and transfer to the Operating Partnership Company absolutely and unconditionally and free and clear of all Liens (other than Permitted Liens), all of its right, title and interest in and to the Contributed Interests, including all rights to indemnification in favor of the Contributor under the agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Contribution Agreement. The contribution of the Contributed Interests shall be evidenced by the execution and delivery of an Assignment and Assumption Agreement in substantially the form of Exhibit D G attached hereto and incorporated herein by reference (the “Assignment and Assumption Agreement”). (b) Notwithstanding anything in Section 1.01(a) to the contrary, the Contributor shall not contribute, assign, set over, deliver or transfer any of Contributor’s right, title and interest to any assets of the Contributor set forth in Schedule 1.01 under the heading “Fund V Cayman Sub REITArcade” (“Excluded Assets”).

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing and subject to the terms and conditions contained in this Contribution Agreement, the Contributor shall contribute, assign, set over, deliver and transfer to the Operating Partnership Company absolutely and unconditionally and free and clear of all Liens (other than Permitted Liens), all of its right, title and interest in and to the Contributed Interests, including all rights to indemnification in favor of the Contributor under the agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Contribution Agreement. The contribution of the Contributed Interests shall be evidenced by the execution and delivery of an Assignment and Assumption Agreement in substantially the form of Exhibit D G attached hereto and incorporated herein by reference (the “Assignment and Assumption Agreement”). (b) Notwithstanding anything in Section 1.01(a) to the contrary, the Contributor shall not contribute, assign, set over, deliver or transfer any of Contributor’s right, title and interest to any assets of the Contributor set forth in Schedule 1.01 under the heading “Fund V Cayman Sub REITMarathon” (“Excluded Assets”).