Common use of Contribution Transaction Clause in Contracts

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.

Appears in 4 contracts

Samples: Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.)

AutoNDA by SimpleDocs

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 FG), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title '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 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.

Appears in 4 contracts

Samples: Contribution Agreement (BioMed Realty Trust Inc), Contribution Agreement (BioMed Realty Trust Inc), Contribution Agreement (BioMed Realty Trust Inc)

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 PartnershipCompany, or a Subsidiary Designee, 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 FE), 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.

Appears in 2 contracts

Samples: Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.)

AutoNDA by SimpleDocs

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.

Appears in 1 contract

Samples: Contribution Agreement (Excel Trust, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.