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 (i) 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 and (ii) all rights of the Contributor under Sections 3.5 and 3.6 of the Contributor Partnership Agreement, as amended (including, for the avoidance of doubt, the Contributor’s right to withhold on distributions, to seek repayment for such withholding or excess tax liabilities of the limited partners of the Contributor, and the right to seek indemnification from such limited partners for taxes). 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 I” (“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 (i) 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 and (ii) all rights of the Contributor under Sections 3.5 and 3.6 of the Contributor Partnership Agreement, as amended (including, for the avoidance of doubt, the Contributor’s right to withhold on distributions, to seek repayment for such withholding or excess tax liabilities of the limited partners of the Contributor, and the right to seek indemnification from such limited partners for taxes). 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 IV CIP” (“Excluded Assets”).

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor Transferor 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 (i) all rights to indemnification in favor of the Contributor Transferor under the agreements pursuant to which the Contributor Transferor acquired the Contributed Interests transferred pursuant to this Agreement and (ii) all rights of the Contributor Transferor under Sections 3.5 and 3.6 of the Contributor Transferor Partnership Agreement, as amended (including, for the avoidance of doubt, the ContributorTransferor’s right to withhold on distributions, to seek repayment for such withholding or excess tax liabilities of the limited partners of the ContributorTransferor, and the right to seek indemnification from such limited partners for taxes). 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 Transferor shall not contribute, assign, set over, deliver or transfer any of ContributorTransferor’s right, title and interest to any assets of the Contributor Transferor set forth in Schedule 1.01 under the heading “Fund IV Core” (“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 (i) 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 and (ii) all rights of the Contributor under Sections 3.5 and 3.6 of the Contributor Partnership Agreement, as amended (including, for the avoidance of doubt, the Contributor’s right to withhold on distributions, to seek repayment for such withholding or excess tax liabilities of the limited partners of the Contributor, and the right to seek indemnification from such limited partners for taxes). 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 IIV” (“Excluded Assets”).