Common use of OWNERSHIP OF THE PARTNERSHIP INTERESTS Clause in Contracts

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 controlled, directly or indirectly by Robert F. Maguire III.

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 Contributor is the sole owner of the its Partnership Interests beneficially and owns the Partnership Interests of record 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 such 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 herebyin the Agreement or Liens created by the Executive Equity Agreements in favor of Robert F. Maguire III or any entity owned or controlled by Robert F. Xxxxxxx XXX. There are Xxxtributor's spouse has consented to the salx xx xxx Xxxxxxxxhip Interest as herein provided for the consideration recited herein and, after the Closing, Contributor and Contributor's spouse will have no rightsright or interest in the Partnership Interests or the Properties. Except for purchase rights in favor of Robert F. Maguire or any entity owned or controlled by Robert F. Magxxxx XXX xx xxxxxded in the Executive Equity Agreements, xxxxx xxx xx xxghts, 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 Except as set forth 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), disclosure schedule and other than with respect to any rights or interests which are the subject of the RFM Option Agreement, Contributor has 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 the Agreement, or and no rights or interests in any other assets owned and controlledowned, in whole or part, directly or indirectly by Robert F. Maguire III, including without limitation, any Projects.