Common use of Participating Entity Interests Clause in Contracts

Participating Entity Interests. The Participating Entity Interests contributed by Contributor constitutes all of the issued and outstanding interests owned by Contributor in the Participating Entity. Schedule 2.6 sets forth the entire authorized and outstanding equity and distribution, profits or similar interest in the Participating Entity. The Participating Entity Interests are validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights. The Participating Entity Interests have been issued in compliance with applicable law and the Participating Entity Agreements. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Participating Entity Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Participating Entity Interests or other equity interests or profit participation of any kind in the Participating Entity. At the Closing, upon receipt of the consideration, Contributor will have transferred its Participating Entity Interests to the Operating Partnership free and clear of all Liens, other than the Permitted Liens, and the Operating Partnership will have acquired good and valid title thereto.

Appears in 5 contracts

Samples: Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.)

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Participating Entity Interests. The Participating Entity Interests contributed by Contributor constitutes all of the issued and outstanding interests owned by Contributor in the Participating Entity. Schedule 2.6 sets forth the entire authorized and outstanding equity and distribution, profits or similar interest in the Participating Entity. The Participating Entity Interests are validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights. The Participating Entity Interests have been issued in compliance with applicable law and the Participating Entity Agreements. There Other than the purchase right in favor of Nektar Therapeutics, Inc. contained in the Participating Entity Agreement relating to the Property occupied by Nektar Therapeutics, Inc., there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Participating Entity Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Participating Entity Interests or other equity interests or profit participation of any kind in the Participating Entity. At the Closing, upon receipt of the consideration, Contributor will have transferred its Participating Entity Interests to the Operating Partnership free and clear of all Liens, other than the Permitted Liens, and the Operating Partnership will have acquired good and valid title thereto.

Appears in 3 contracts

Samples: Contribution Agreement (BioMed Realty Trust Inc), Contribution Agreement (BioMed Realty Trust Inc), Contribution Agreement (BioMed Realty Trust Inc)

Participating Entity Interests. The Participating Entity Interests contributed by Contributor constitutes all of the issued and outstanding interests owned by Contributor in the Participating Entity. Schedule 2.6 sets forth the entire authorized and outstanding equity and distribution, profits or similar interest in the Participating Entity. The Participating Entity Interests are validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights. The Participating Entity Interests have been issued in compliance with applicable law and the Participating Entity Agreements. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Participating Entity Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Participating Entity Interests or other equity interests or profit participation of any kind in the Participating Entity. At the Closing, upon receipt of the consideration, Contributor will have transferred its Participating Entity Interests to the Operating Partnership Company free and clear of all Liens, other than the Permitted Liens, and the Operating Partnership Company will have acquired good and valid title thereto.

Appears in 2 contracts

Samples: Contribution Agreement (Excel Trust, Inc.), Contribution Agreement (Excel Trust, Inc.)

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Participating Entity Interests. The Participating Entity Interests contributed by Contributor constitutes all of the issued and outstanding interests owned by Contributor in the Participating Entity. Schedule 2.6 sets forth the entire authorized and outstanding equity and distribution, profits or similar interest in the Participating Entity. The Participating Entity Interests are validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights. The Participating Entity Interests have been issued in compliance with applicable law and the Participating Entity Agreements. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Participating Entity Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Participating Entity Interests or other equity interests or profit participation of any kind in the Participating Entity. At the Closing, upon receipt of the consideration, Contributor will have transferred its Participating Entity Interests to the Operating Partnership free and clear of all Liens, other than the Permitted Liens, and the Operating Partnership will have acquired good and valid title thereto.

Appears in 1 contract

Samples: Contribution Agreement (BioMed Realty Trust Inc)

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