Common use of Extraordinary Payments and Distributions Clause in Contracts

Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Operating Partnership, any sum shall be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral, such sum shall be paid over to the Pledgee promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder. In case any distribution of Partnership Interests shall be made with respect to the Collateral, or Partnership Interests or fractions thereof shall be issued pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any partnership interests, shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the capital of the Operating Partnership, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Operating Partnership, or pursuant to the merger or consolidation of the Operating Partnership with or into another entity, the partnership interests, shares, obligations or other property so distributed shall be delivered to the Pledgee promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder, and all of the same (other than cash) shall constitute Collateral for all purposes hereof.

Appears in 14 contracts

Samples: Contribution Agreement, Contribution Agreement (Easterly Government Properties, Inc.), Contribution Agreement (Easterly Government Properties, Inc.)

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Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Operating Partnership, any sum shall be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral, such sum shall be paid over to the Pledgee promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder. In case any distribution of Partnership Interests shall be made with respect to the Collateral, or Partnership Interests or fractions thereof shall be issued pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any partnership interests, shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the capital of the Operating Partnership, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Operating Partnership, or pursuant to the merger or consolidation of the Operating Partnership with or into another entity, the partnership interests, shares, obligations or other property so distributed shall be delivered to the Pledgee promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder, and all of the same (other than cash) shall constitute Collateral for all purposes hereof.

Appears in 2 contracts

Samples: Contribution Agreement (Thomas Properties Group Inc), Contribution Agreement (Thomas Properties Group Inc)

Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Operating PartnershipPartnership and/or the Company, any sum shall be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral, such sum shall be paid over to the Pledgee Operating Partnership and/or the Company promptly, and in any event within ten 10 days after receipt thereof, to be held by the Pledgee Operating Partnership and/or the Company as additional Collateral hereunder. In case any distribution of Partnership Interests any additional OP Units and/or Common Shares shall be made with respect to the Collateral, or Partnership Interests any additional OP Units and/or Common Shares or fractions thereof shall be issued pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any partnership interests, shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the capital of the Operating PartnershipPartnership and/or the Company, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Operating PartnershipPartnership and/or the Company, or pursuant to the merger or consolidation of the Operating Partnership and/or the Company with or into another entity, the a security interest in such partnership interests, shares, obligations or other property so distributed shall be delivered perfected in accordance with Section 2 of this Agreement or paid to the Pledgee Operating Partnership or the Company as provided in this Section 5, in each case, promptly, and in any event within ten 10 days after receipt thereof, to be held by the Pledgee Operating Partnership and/or the Company as additional Collateral hereunder, and all of the same (other than cash) shall constitute Collateral for all purposes hereof.

Appears in 2 contracts

Samples: Representation and Warranty Indemnification Agreement (Eola Property Trust), Representation and Warranty Indemnification Agreement (Eola Property Trust)

Extraordinary Payments and Distributions. (i) In case, upon the dissolution or liquidation (in whole or in part) of the Operating Partnershipany issuer of any Collateral, any sum shall be paid or payable as a liquidating distribution dividend or otherwise upon or with respect to any of Pledged Security or, in the Collateralevent any other Extraordinary Payment is paid or payable, then and in any such event, such sum or Extraordinary Payment shall be paid by the Beneficiary over to the Pledgee Lender promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Lender as additional Collateral collateral hereunder. . (ii) In case any distribution of Partnership Interests stock dividend shall be made declared with respect to the Collateralany Pledged Security, or Partnership Interests any shares of stock or fractions thereof shall be issued pursuant to any stock split involving any of the CollateralPledged Security, or any distribution of capital shall be made on any of the Collateral, or any partnership interests, shares, obligations or other property shall be distributed upon or with respect to the Collateral Collateral, in each case pursuant to a recapitalization or reclassification of the capital of the Operating Partnershipissuer thereof, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Operating Partnershipsuch issuer, or pursuant to the merger or consolidation of the Operating Partnership such issuer with or into another entitycorporation, the partnership interests, shares, obligations obligations, capital or other property so distributed shall be delivered by the Beneficiary to the Pledgee Lender promptly, and in any event within ten (10) days after receipt thereof, to be held by the Pledgee Lender as additional Collateral hereundercollateral hereunder subject to the terms of this Pledge Agreement, and all of the same (other than cash) shall constitute Collateral for all purposes hereof.

Appears in 1 contract

Samples: Financing Agreement (Imperial Holdings, LLC)

Extraordinary Payments and Distributions. In case, upon the ---------------------------------------- dissolution or liquidation (in whole or in part) of the Operating Partnership, any sum shall be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral, such sum shall be paid over to the Pledgee promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder. In case any distribution of Partnership Interests shall be made with respect to the Collateral, or Partnership Interests or fractions thereof shall be issued pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any partnership interests, shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the capital of the Operating Partnership, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Operating Partnership, or pursuant to the merger or consolidation of the Operating Partnership with or into another entity, the partnership interests, shares, obligations or other property so distributed shall be delivered to the Pledgee promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder, and all of the same (other than cash) shall constitute Collateral for all purposes hereof.

Appears in 1 contract

Samples: Pledge Agreement (Kilroy Realty Corp)

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Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Operating Partnership, any sum shall be paid as a liquidating distribution or otherwise upon or with respect to any of the Collateral, such sum shall be paid over to the Pledgee Escrow Agent promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee Escrow Agent as additional Collateral hereunder. In case any distribution of Partnership Interests shall be made with respect to the Collateral, or Partnership Interests or fractions thereof shall be issued pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any partnership interests, shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the capital of the Operating Partnership, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Operating Partnership, or pursuant to the merger or consolidation of the Operating Partnership with or into another entity, the partnership interests, shares, obligations or other property so distributed shall be delivered to the Pledgee Escrow Agent promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee Escrow Agent as additional Collateral hereunder, and all of the same (other than cash) shall constitute Collateral for all purposes hereof.

Appears in 1 contract

Samples: Contribution Agreement (Easterly Government Properties, Inc.)

Extraordinary Payments and Distributions. In case, upon the dissolution or liquidation (in whole or in part) of the Operating Partnership, any sum shall be paid as a liquidating distribution or otherwise upon or with respect to any of the CollateralCollateral (other than any Special Distribution), such sum shall be paid over to the Pledgee promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder. In case any distribution of Partnership Interests shall be made with respect to the Collateral, or Partnership Interests or fractions thereof shall be issued pursuant to any split involving any of the Collateral, or any distribution of capital shall be made on any of the Collateral, or any partnership interests, shares, obligations or other property shall be distributed upon or with respect to the Collateral pursuant to a recapitalization or reclassification of the capital of the Operating Partnership, or pursuant to the dissolution, liquidation (in whole or in part), bankruptcy or reorganization of the Operating Partnership, or pursuant to the merger or consolidation of the Operating Partnership with or into another entity, the partnership interests, shares, obligations or other property so distributed shall be delivered to the Pledgee promptly, and in any event within ten days after receipt thereof, to be held by the Pledgee as additional Collateral hereunder, and all of the same (other than cash) shall constitute Collateral for all purposes hereof.

Appears in 1 contract

Samples: Contribution Agreement (Easterly Government Properties, Inc.)

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