OWNERSHIP OF THE PARTNERSHIP INTERESTS. The Contributor is the sole owner of the Partnership Interest and has good and valid title to such Partnership Interest, free and clear of all Liens, other than Permitted Liens.
OWNERSHIP OF THE PARTNERSHIP INTERESTS. Each of the Contributors has assigned prior to the date hereof or will have assigned prior to the Closing, all direct and indirect interests owned (constructively or beneficially) by them in the Properties to Philadelphia. As a result, effective immediately prior to the Closing, Philadelphia is the sole owner of the Partnership Interests and owns the Partnership Interests free and clear of any Liens of any nature and has full power and authority to convey the Partnership Interests to the Operating Partnership free and clear of any Liens, and, upon delivery of consideration for the Partnership Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens except Liens created in favor of the Operating Partnership by the transactions contemplated hereby. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding to which Contributor is a party (i) relating to the Partnership Interests or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise the Partnership Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Partnership Interests or other equity interests or profit participation of any kind in any of the Partnerships. Contributor will not consent to join in or in any way effect the transfer of any Property Interest or Partnership Interest prior to the Closing. Other than with respect to 740 South Olive in Los Angeles, California and Playa Vista, Californxx (xxxxxxxxx Xxxxx'x Xxxx), xxxx xx xxxxx Contributor will continue to own after the Closing, and indirect interests in entities which have an indirect interest in the properties referred to as Gas Company Tower in Los Angeles, California and Solana in Dallas, Texas (which entities are anticipated to merge with the Operating Partnership contemporaneously with the Public Offering, following which Contributor will have no interest in such properties), and other than with respect to any rights or interests which are the subject of the RFM Option Agreement, no Contributor, nor any entity which is an Affiliate of any Contributor, has any equity interest, either direct or indirect, in the Properties, except for the Partnership Interests which are the subject of this Agreement, or rights or interests in any other assets owned and contro...
OWNERSHIP OF THE PARTNERSHIP INTERESTS. Contributor is the sole owner of the Partnership Interests and owns the Partnership Interests free and clear of any Liens of any nature and has full power and authority to convey the Partnership Interests to the Operating Partnership free and clear of any Liens, and, upon delivery of consideration for the Partnership Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens except Liens created in favor of the Operating Partnership by the transactions contemplated hereby. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding to which Contributor is a party (i) relating to the Partnership Interests or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise the Partnership Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Partnership Interests or other equity interests or profit participation of any kind in any of the Partnerships. Contributor will not consent to join in or in any way effect the transfer of any Property Interest or Partnership Interest prior to the Closing. No Contributor, nor any entity which is an Affiliate of any Contributor, has any equity interest, either direct or indirect, in the Properties, except for the Partnership Interests which are the subject of this Agreement, or rights or interests in any other assets owned and controlled, directly or indirectly by Robert F. Maguire III.
OWNERSHIP OF THE PARTNERSHIP INTERESTS. Selling Partners are the owners of the Partnership Interests, which are free and clear of all security interests, liens, encumbrances, restrictions, claims and rights of others. The execution and delivery to Purchaser of the Assignment attached hereto as EXHIBIT B (THE "ASSIGNMENT") will transfer to Purchaser full legal and equitable title thereto, free and clear of all liens, encumbrances, restrictions, claims and rights of all others.
OWNERSHIP OF THE PARTNERSHIP INTERESTS. Good title to the Partnership Interests is owned by Winthrop free and clear of all pledges, security interests, liens, charges, encumbrances, restrictions and claims of every kind other than the liabilities and obligations applicable to the ownership of the Partnership Interests as set forth in the by-laws of the applicable Subsidiary Corporation.
OWNERSHIP OF THE PARTNERSHIP INTERESTS. Such party is the record and beneficial owner of the Partnership Interests issued in such party's name with good and marketable title to such Partnership Interests, free and clear of any liens, charges, rights, pledges, claims and encumbrances of any nature whatsoever ("Liens"), other than the Purchase Option, the B Option granted hereby and as disclosed in Section 8.2 of the Securities Purchase Agreement (as defined in the Amended and Restated Partnership Agreement). All such Partnership Interests have been duly authorized and validly issued and, subject to applicable law, are fully paid and nonassessable. Other than the Purchase Options and the B Option granted hereby, there are no outstanding options, warrants, rights, puts, calls, commitments, conversion rights, plans or other agreements of any character to which such party is a party or otherwise bound which provide for the acquisition, disposition or issuance of any issued but not outstanding, outstanding, or authorized and unissued Partnership Interests.
OWNERSHIP OF THE PARTNERSHIP INTERESTS. With respect to contributions of partnership interests to the Partnership by the Primary Limited Partners, the Primary Limited Partners are the sole owners of such partnership interests and have good, valid and marketable title to such partnership interests, free and clear of all Liens. Such partnership interests have been issued in compliance with the applicable partnership agreements (as then in effect). Except as described in the Registration Statement, there are no rights, subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or to otherwise acquire any securities or obligations of any kind convertible into any partnership interest or other equity interests or profit participation of any kind in, such partnerships.
OWNERSHIP OF THE PARTNERSHIP INTERESTS. The Partnership Interests constitute Seller's entire and only ownership interest in the Partnerships. Seller is the legal and beneficial owner of the Partnership Interests free and clear of all mortgages, liens, options, rights of first refusal, claims, encumbrances and other security arrangements or restrictions of any kind. Seller has not granted any outstanding rights to purchase the Partnership Interests and Seller is not a party to any agreement, arrangement or understanding restricting or otherwise relating to the transfer or voting of the Partnership Interests, except for agreements in the Partnership Agreements and the Mortgage Loan Documents.
