Common use of Ownership of Contributed Interests Clause in Contracts

Ownership of Contributed Interests. Such Contributor is the sole record owner of all of its Contributed Interests and has the power and authority to transfer, sell, assign and convey to the Operating Partnership its Contributed Interests free and clear of any Liens and, upon delivery of the consideration for such Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Member Control Agreement governing such Contributed Interest). Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this Agreement, there are no rights to purchase, veto rights with respect to transfers, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (a) relating to its Contributed Interests or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its Contributed Interests. Such Contributor has no equity interest, either direct or indirect, in the Properties, except for such Contributor’s Contributed Interests.

Ownership of Contributed Interests. Such Contributor is the sole record owner of all of its the Contributed Interests owned by he, she or it and has the power and authority to transfer, sell, assign and convey to the Operating Partnership its such Contributed Interests free and clear of any Liens and, upon delivery of the consideration for such Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Member Control Agreement governing such Contributed Interest)Liens. Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this AgreementTransactions Documentation, there are no rights to purchase, veto rights with respect to transfersrights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (ai) relating to its the Contributed Interests owned by such Contributor or (bii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its such Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its such Contributed Interests. Such Contributor has no Interests or other equity interest, either direct interests or indirect, profit participation of any kind in the PropertiesExisting Entities. All of the issued and outstanding Contributed Interests have been duly authorized and are validly issued, except for such Contributor’s Contributed Interestsfully paid and non-assessable.

Ownership of Contributed Interests. Such The Contributor is the sole record owner of all of its the Contributed Interests owned by it and has the power and authority to transfer, sell, assign and convey to the Operating Partnership its such Contributed Interests free and clear of any Liens and, upon delivery of the consideration for such Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Member Control Agreement governing such Contributed Interest)Liens. Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this AgreementTransactions Documentation, there are no rights to purchase, veto rights with respect to transfersrights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (ai) relating to its the Contributed Interests owned by the Contributor or (bii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its such Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its such Contributed Interests. Such Contributor has no Interests or other equity interest, either direct interests or indirect, profit participation of any kind in the PropertiesExisting Entities. All of the issued and outstanding Contributed Interests have been duly authorized and are validly issued, except for such Contributor’s Contributed Interestsfully paid and non-assessable.

Ownership of Contributed Interests. Such Contributor is the sole record owner of all of its Contributed Interests and has the power and authority to transfer, sell, assign and convey to the Operating Partnership its Contributed Interests free and clear of any Liens and, upon delivery of the consideration for such Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Member Control Agreement Organizational Documents governing such Contributed Interest). Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this AgreementDocumentation, there are no rights to purchase, veto rights with respect to transfers, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (ai) relating to its Contributed Interests or (bii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its Contributed Interests. Such Contributor has no equity interest, either direct or indirect, in the Properties, except for such Contributor’s Contributed Interests.

Ownership of Contributed Interests. Such The Supervisor is the owner of the Override Interests, and each Malkin Family Contributor is the sole record and beneficial owner of all the Participation Interests in each respective Public Contributing Entity as set forth on Exhibit A as of its Contributed Interests the Effective Date and has as of the Closing Date, and the Supervisor and the applicable Malkin Family Contributor will have the power and authority on the Closing Date to transfer, sell, assign and convey to the Company, the Operating Partnership or any of their Subsidiaries, as applicable, its respective Contributed Interests free and clear of any Liens and, upon delivery of the consideration Total Consideration for such Contributed Interests as provided herein, the Company, the Operating Partnership or such Subsidiary, as applicable, will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created Liens. The Participation Interests set forth on Exhibit A constitute all of the Participation Interests owned directly or indirectly by the Member Control Agreement governing such Contributed Interest)any Malkin Family Contributor or their controlled Affiliates. Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this Agreement, as of the Closing, there are no rights to purchase, veto rights with respect to transferswill not be any rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (aA) relating to its the Contributed Interests or (bB) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its such Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its Contributed Interests. Such Contributor has no equity interest, either direct or indirect, in the Properties, except for such Contributor’s Contributed Interests.

Ownership of Contributed Interests. Such Each Contributor is the sole record owner of all of its Contributed Interests and has the power and authority to transfer, sell, assign and convey to the Operating Partnership its the Contributed Interests free and clear of any Liens and, upon delivery of the consideration for such Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Member Control Agreement Organizational Documents governing such Contributed Interest). Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this AgreementDocumentation, there are no rights to purchase, veto rights with respect to transfers, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (ai) relating to its the Contributed Interests or (bii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its the Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its the Contributed Interests. Such Each Contributor has no equity interest, either direct or indirect, in the Properties, except for such Contributor’s Contributed Interests.

Ownership of Contributed Interests. Such The Contributor is the sole record owner of all of its the Contributed Interests owned by it and has the power and authority to transfer, sell, assign and convey to the Operating Partnership its the Contributed Interests free and clear of any Liens and, upon delivery of the consideration for such the Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Member Control Agreement governing such Contributed Interest)Liens. Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this Agreement, there are no rights to purchase, veto rights with respect to transfersrights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (ai) relating to its the Contributed Interests or (bii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its the Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its the Contributed Interests or other equity interests or profit participation of any kind in the Contributed Entities. All of the issued and outstanding Contributed Interests have been duly authorized and are validly issued, fully paid and non-assessable. By acquiring the Contributed Interests. Such Contributor has no equity interest, either direct or indirect, the Operating Partnership will acquire indirectly a 100% interest in each of the Properties, except for such Contributor’s Contributed Interests.

Ownership of Contributed Interests. Such Contributor is the sole record owner of all of its the Contributed Interests owned by it and has the power and authority to transfer, sell, assign and convey to the Operating Partnership its such Contributed Interests free and clear of any Liens and, upon delivery of the consideration for such Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Member Control Agreement governing such Contributed Interest)Liens. Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this AgreementTransactions Documentation, there are no rights to purchase, veto rights with respect to transfersrights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (ai) relating to its the Contributed Interests owned by such Contributor or (bii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its such Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its such Contributed Interests. Such Contributor has no Interests or other equity interest, either direct interests or indirect, profit participation of any kind in the PropertiesExisting Entities. All of the issued and outstanding Contributed Interests owned by such Contributor have been duly authorized and are validly issued, except for such Contributor’s Contributed Interestsfully paid and non-assessable.