Common use of Member Interest Clause in Contracts

Member Interest. (i) At Closing, Contributor shall either (a) own the Member Interest or (b) have the power and right to direct and cause the conveyance of the Member Interest to occur, in either case free and clear of any and all liens, encumbrances and interests of any third parties (except those of the holder of the Northern Property Indebtedness); (ii) at Closing, Contributor shall have good right and lawful authority to assign, transfer and deliver (or to direct the assignment, transfer and delivery of) the Member Interest and the Members Instrument as provided herein; (iii) the execution and delivery of the Members Instrument and the assignment and transfer of the Member Interest to the UPREIT does not, to Contributor’s knowledge, conflict with any material agreement, contract or other obligation or restriction affecting or binding upon Contributor, the Member Interest, or the underlying Property; and (iv) to Contributor’s knowledge, no authorization, approval or other action by and, no notice to or filing with, any governmental authority is required for assignment and transfer of the Member Interest to the UPREIT or for the execution or delivery of the Members Instrument.

Member Interest. (i) At Closing, Contributor shall either (a) own the Member Interest or (b) have the power and right to direct and cause the conveyance of the Member Interest to occur, in either case free and clear of any and all liens, encumbrances and interests of any third parties (except those of the holder of the Northern POP Property Indebtedness); (ii) at Closing, Contributor shall have good right and lawful authority to assign, transfer and deliver (or to direct the assignment, transfer and delivery of) the Member Interest and the Members Instrument as provided herein; (iii) the execution and delivery of the Members Instrument and the assignment and transfer of the Member Interest to the UPREIT does not, to Contributor’s knowledge, conflict with any material agreement, contract or other obligation or restriction affecting or binding upon Contributor, the Member Interest, or the underlying PropertyProject; and (iv) to Contributor’s knowledge, no authorization, approval or other action by and, no notice to or filing with, any governmental authority is required for assignment and transfer of the Member Interest to the UPREIT or for the execution or delivery of the Members Instrument.