Common use of Contribution Transaction Clause in Contracts

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 (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 (as defined in Section 2.2 herein) and subject to the terms and conditions contained in this Agreement, Contributor shall contribute, transfer, assign 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 or any Projects under the Executive Equity Agreement (which are not the subject of the RFM Option Agreement) and all rights to indemnification in favor of the Contributor under the agreements pursuant to which Contributor or its Affiliates affiliates acquired the Partnership Interests transferred pursuant to this Agreement. The contribution of the Contributor's 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 or shall cause each of its individual constituent partners, partners and/or 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 relevant 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)hereby.