Common use of Operating Partnership Clause in Contracts

Operating Partnership. ARMADA XXXXXXX, X.X., a Virginia limited partnership By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President REIT: ARMADA XXXXXXX PROPERTIES, INC., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President The undersigned, for good and valuable consideration paid to the Assignor by ARMADA XXXXXXX, X.X., a Virginia limited partnership (“Assignee”), pursuant to the Contribution Agreement dated as of , 2013, 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 right, title and interest to the [partnership or limited liability company interests/shares of common stock] described on Schedule A hereto, including, without limitation, all right, title and interest, if any, of the undersigned in and to the assets of each such [partnership/limited liability company/corporation] and the right to receive distributions of money, profits and other assets from each such partnership, presently existing or hereafter at any time arising or accruing, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto. The undersigned, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time after the date hereof, upon the written request of Assignee, the undersigned will, without further consideration, do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged and delivered, each of and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the interests described in Schedule A hereto Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

Appears in 2 contracts

Samples: Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.)

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Operating Partnership. ARMADA XXXXXXX, X.X., a Virginia limited partnership By: Armada Xxxxxxx Properties, Inc., its general partner By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President REIT: ARMADA XXXXXXX PROPERTIES, INC., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President The undersigned, for good and valuable consideration paid to the Assignor by ARMADA XXXXXXX, X.X., a Virginia limited partnership (“Assignee”), pursuant to the Contribution Agreement dated as of , 20132012, 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 right, title and interest to the [partnership or limited liability company interests/shares of common stock] described on Schedule A hereto, including, without limitation, all right, title and interest, if any, of the undersigned in and to the assets of each such [partnership/limited liability company/corporation] and the right to receive distributions of money, profits and other assets from each such partnership, presently existing or hereafter at any time arising or accruing, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto. The undersigned, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time after the date hereof, upon the written request of Assignee, the undersigned will, without further consideration, do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged and delivered, each of and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the interests described in Schedule A hereto Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

Appears in 2 contracts

Samples: Contribution Agreement (Armada Hoffler Properties, Inc.), Contribution Agreement (Armada Hoffler Properties, Inc.)

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Operating Partnership. ARMADA XXXXXXX​ Medalist Diversified Holdings, X.X.LP, a Virginia Delaware limited partnership ​ ​ ​ By: Armada Xxxxxxx Properties:Medalist Diversified REIT, Inc., a Maryland corporation, its general partner ​ ​ ​ By: /s/ C. Xxxxx Xxxx, Xx. ​ Name: C. Xxxxx Xxxx, Xx. ​ Title: Chief Financial Officer ​ ​ ​ CONTRIBUTOR: ​ ​ ​ CWS BET Seattle L.P. a Delaware limited partnership ​ ​ ​ By: /s/ Xxxxx X. Xxxxxx Xxxxxxxxx ​ Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer Xxxxxxxxx ​ Title Manager ​ ​ Being Lot 7, as shown on Revision of Lot 7 of General Growth Properties, Plat of which is recorded in Plat Book 43, Page 201 and President REIT: ARMADA XXXXXXX PROPERTIES202, INC.in the Office of the Clerk of Warren County, Kentucky. ​ Being a part of the property described as Parcel 1 conveyed to CWS Bet Seattle L.P., a Maryland corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Chief Executive Officer and President The undersigned, for good and valuable consideration paid to the Assignor by ARMADA XXXXXXX, X.X., a Virginia Delaware limited partnership (“Assignee”)by Xxxx dated August 22, pursuant to 2023, and of record in Deed Book D1286, Page 783, in the Contribution Agreement dated as Office of , 2013, by and between Assignor and Assignee (the “Agreement”) and for other good and valuable considerationClerk of Warren County Kentucky. ​ FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy sufficiency of which are hereby acknowledged, does the undersigned hereby sellassigns, assigntransfers and conveys to Medalist Diversified Holdings, transferLP, convey a Delaware limited partnership (the “Operating Partnership”), its entire legal and deliver beneficial right, title and interest (other than any Excluded Assets) in, to all of the Contributed Assets and the Assumed Agreements, as listed on Schedule A attached hereto, together with all amendments, waivers, supplements and other modifications of and to such agreements, contracts, licenses and other instruments through the date hereof, in each case to the Assigneefullest extent assignment thereof is permitted by applicable law, TO HAVE AND TO HOLD the same unto the Operating Partnership, its successors and assigns, good forever. Upon the execution and indefeasible rightdelivery hereof, title the Operating Partnership absolutely and interest to unconditionally accepts the [partnership or limited liability company interests/shares foregoing assignment of common stock] described on Schedule A hereto, including, without limitation, each Contributed Asset and Assumed Agreement and assumes all right, title and interest, if any, Assumed Liabilities in respect of the undersigned in Assumed Agreements, and agrees to be bound by the terms, conditions and covenants thereof, and to perform all duties and obligations of the assets of each such [partnership/limited liability company/corporation] Contributor thereunder from and after the right to receive distributions of money, profits and other assets from each such partnership, presently existing or hereafter at any time arising or accruing, free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title theretodate hereof. The undersigned, Contributor for itself, its successors and assigns, assigns hereby covenants and agrees that, at any time and from time to time after the date hereof, hereof upon the written request of Assigneethe Operating Partnership, the undersigned Contributor will, without further consideration, do, execute, acknowledge, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each of and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Assignee the Operating Partnership in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assigneethe Operating Partnership, its successors and assigns, title to the interests described in Schedule A hereto Assumed Agreements (other than the Excluded Assets) granted, transferred, conveyed and delivered by this Agreement. Capitalized terms used herein, but not defined herein shall have the respective meanings ascribed to them in the Contribution Agreement, dated as of December 14, 2024 between the Operating Partnership and the Contributor.

Appears in 1 contract

Samples: Contribution Agreement (Medalist Diversified REIT, Inc.)

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