CONTRIBUTOR. Primacy III Manager LLC, a Delaware limited liability company By: Priam Capital Fund III, L.P., as Manager By: Priam Capital GP, LLC, its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory Priam Office Properties OP LP, a Delaware limited partnership By: Priam Properties Inc., its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Priam Properties Inc., a Maryland corporation By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer Priam Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Priam Investors GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Primacy III Manager LLC Primacy III LLC 0.01 % Primacy III 0 (1) 0 (1)
CONTRIBUTOR. The Xxxxxx Xxxx Company, a District of Columbia corporation By: /s/ Xxxxxxx X. Xxxx ----------------------------------------------- Name: Xxxxxxx X. Xxxx Title: President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By: Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxx X. Xxxx, III ------------------------------------------- Name: Xxxxxx X. Xxxx, III Title: Chairman and Chief Executive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The Xxxxxx Xxxx Company, a District of Columbia corporation ("Assignor"), for good and valuable consideration paid to the Assignor by Columbia Equity, LP, a [___________________] ("Assignee"), pursuant to the Contribution Agreement dated as of ____________, 2005, by and between Assignor and Assignee (the "Agreement") and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, does hereby sell, assign, transfer, convey and deliver to the Assignee, its successors and assigns, good and indefeasible title to the Membership Interest, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, claims, and other matters affecting title thereto, subject to the LLC Operating Agreement. Assignee does hereby accept the foregoing Assignment and assumes and agrees to be responsible for all liabilities and obligations under the LLC Operating Agreement from and after the date hereof relating to the Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
CONTRIBUTOR. The Contributor is a Shareholder in the ----------- Company, and the Contributor's Shares in the Company are owned free and clear of all Liens, other than any liens in favor of the Company arising under the Limited Liability Company Agreement, provided that, the Contributor may pledge any or all of its Shares to the Collateral Agent under the Credit Agreement.
CONTRIBUTOR. Cxxx Capital Real Estate Investment, LLC, a Virginia limited liability company
CONTRIBUTOR. Asset Capital Corporation, L.L.C., a Delaware limited liability company By: /s/ Bxxxx Xxxxxx Name: Bxxxx Xxxxxx Title: Member/Principal 7000 Xxxxxxxxx Xxxxxx Xxxxx 000-Xxxx Xxxxxxxx, XX 00000 Contributor’s share is 25% of the Class B membership interests in the LLC and the estimated amount of Consideration Contributor is to receive is $23,264 of the Sale Proceeds in accordance with the LLC Operating Agreement. Such Consideration is to be paid in cash.
CONTRIBUTOR. OAKMEAD RESIDENCE ASSOCIATES, L.P., a Kansas limited partnership By: /s/ Jack X. XxXxxx ------------------------------------------- Jack X. XxXxxx, Xxneral Partner ACQUIROR: INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership By: Innkeepers Financial Corporation, a Virginia Corporation, its sole general partner By: /s/ Jeffxxx X. Xxxxxx --------------------------------------- Name: Jeffxxx X. Xxxxxx ------------------------------------ Title: President ----------------------------------- REIT: INNKEEPERS USA TRUST, a Maryland Real Estate Investment Trust By: /s/ Jeffxxx X. Xxxxxx -------------------------------------------- Name: Jeffxxx X. Xxxxxx ----------------------------------------- Title: Chairman of the Board and President ----------------------------------------
CONTRIBUTOR. NORTHERN NEW MEXICO PROPERTIES, LLC, a New Mexico limited liability company By: Xxxxx Xxxxx, Member By: Xxx Xxxxxxxxx, Member /s/ Xxxxxxx Xxxxx By: Xxxxxxx Xxxxx, Member AMERICAN HOUSING INCOME TRUST, INC., a Maryland corporation By: Xxxx Xxxxxx Title: Chief Executive Officer and President
CONTRIBUTOR. Contributor shall be assigned to and acknowledged by the EVRoaming Board as one of the classes of contributors as included in the articles of association of the Foundation (the “Articles”). Contributor shall appoint a designated contact to represent Contributor in Foundation matters. The initial contact will be as indicated in the signature block to this Agreement. Contributor may change such designated representative from time to time upon written notice to the Foundation.
CONTRIBUTOR. Contributor represents and warrants to Acquiror that the following matters are substantially true in all material respects as of the Contract Date and shall be substantially true in all material respects as of the Closing Date.
CONTRIBUTOR. Asset Capital Corporation, L.L.C., a Delaware limited liability company
