Conveyances of Partnership Interests Sample Clauses

Conveyances of Partnership Interests. (a) The parties hereto have agreed that it is a material term of this Agreement that the Real Estate Properties be acquired by the Transferee through the conveyance and assignment to the Operating Partnership by each constituent partner or member of each Contributor (each, a "CONTRIBUTING PARTNER" and collectively, such Contributors' "PARTNERS") of 100% of such Partners' respective partnership interests or member interests in such Contributors, as applicable (the "PARTNERSHIP INTERESTS"), rather than through the conveyance, assignment or transfer by the Contributors of their respective Real Estate Property to the Operating Partnership. The Contributing Partners that are identified on Schedule 2.2(a) as TCR-affiliated entities (the "TCR-AFFILIATED CONTRIBUTING PARTNERS") have on or prior to the date hereof obtained the irrevocable consent and valid, legal and binding commitment of the Contributing Partners identified on Schedule 2.2(a) as third-party equity investors (the "THIRD-PARTY CONTRIBUTING PARTNERS") to the conveyance and assignment of the Third-Party Contributing Partners' Partnership Interests in all Contributors to the TCR-Affiliated Contributing Partners or to the Operating Partnership, other than the JV Consents. The TCR Parties hereby agree that, except with respect to the JV Real Estate Properties, the TCR-Affiliated Contributing Partners shall have a valid, legal and enforceable obligation to convey and assign to the Operating Partnership on the Closing Date their respective Partnership Interests in the Contributors on the terms and subject to the conditions of this Agreement, and the Transferee shall have the right to seek specific performance of such obligation in accordance with Section 15.2 hereof. Subject, in the case of the JV Real Estate Properties, to the receipt of JV Consents, on or before the Closing the TCR Parties shall use all commercially reasonable efforts to cause each Contributing Partner to consummate the conveyance and assignment of its respective Partnership Interests in accordance with the following conditions:
Sample 1
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Conveyances of Partnership Interests. (a) The Property Partnerships (i) shall at the election of the Company, (x) cause each of its constituent partners (each, a "CONTRIBUTING PARTNER") to transfer to the Operating Partnership 100% of its respective partnership interests in the Property Partnership, (the "PARTNERSHIP INTERESTS") or (y) be merged with and into the Operating Partnership and (ii) shall cause each of its Contributing Partners to satisfy the following conditions:
Sample 1

Related to Conveyances of Partnership Interests

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

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