Common use of Ownership of Contributed Interests Clause in Contracts

Ownership of Contributed Interests. As of the Closing, (i) the Helmsley Estate or, if not the Helmsley Estate, the Contributing Trust will be the record and beneficial owner of all of the outstanding membership interests of the Contributed Helmsley Entities or, to the extent the Contributing Trust is not the record and beneficial owner (as contemplated by Section 4.1(b)), a wholly-owned subsidiary of the Helmsley Estate will be the record owner of such interest [and the Contributing Trust will be the beneficial owner of such interest as the sole beneficiary of the Helmsley Estate] and (ii) all of the Participation Interests set forth on Exhibit A will be owned beneficially and of record by the Helmsley Estate, the Contributing Trust, a Helmsley Entity or a Contributed Helmsley Entity. Each Helmsley Entity is the record and beneficial owner of the Participation Interests in each respective REIT Contributing Entity as set forth on Exhibit A as of the Effective Date, and the applicable 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, the Contributed Interests free and clear of any Liens and, upon delivery of the 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. The Participation Interests set forth on Exhibit A constitute all of the Participation Interests owned directly or indirectly by any Helmsley Group Member or their controlled Affiliates. Except as provided for or contemplated by this Agreement, as of the Closing, there will not be any rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (A) relating to the Contributed Interests or the Participation Interests set forth on Exhibit A or (B) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Contributed Interests or Participation Interests set forth on Exhibit A or any securities or obligations of any kind convertible into any of the interests which comprise such Contributed Interests and such Participation Interests. As of the Closing, all of the issued and outstanding membership interests in each Contributed Helmsley Entity has been duly authorized and is validly issued.

Ownership of Contributed Interests. As of the Closing, (i) the Helmsley Estate or, if not the Helmsley Estate, the Contributing Trust will be the record and beneficial owner of all of the outstanding membership interests of the Contributed Helmsley Entities or, to the extent the Contributing Trust is not the record and beneficial owner (as contemplated by Section 4.1(b)), a wholly-owned subsidiary of the Helmsley Estate will be the record owner of such interest [and the Contributing Trust will be the beneficial owner of such interest as the sole beneficiary of the Helmsley Estate] Estate and (ii) all of the Participation Interests set forth on Exhibit A will be owned beneficially and of record by the Helmsley Estate, the Contributing Trust, a Helmsley Entity or a Contributed Helmsley Entity. Each Helmsley Entity is the record and beneficial owner of the Participation Interests in each respective REIT Contributing Entity as set forth on Exhibit A as of the Effective Date, and the applicable 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, the Contributed Interests free and clear of any Liens and, upon delivery of the 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. The Participation Interests set forth on Exhibit A constitute all of the Participation Interests owned directly or indirectly by any Helmsley Group Member or their controlled Affiliates. Except as provided for or contemplated by this Agreement, as of the Closing, there will not be any rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (A) relating to the Contributed Interests or the Participation Interests set forth on Exhibit A or (B) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Contributed Interests or Participation Interests set forth on Exhibit A or any securities or obligations of any kind convertible into any of the interests which comprise such Contributed Interests and such Participation Interests. As of the Closing, all of the issued and outstanding membership interests in each Contributed Helmsley Entity has been duly authorized and is validly issued.controlled