Partnership Capitalization. The BRI Partnership Agreement (i) is the only agreement among the partners relating to the organization, operation, or management of the BRI Partnership, (ii) is in full force and effect and (iii) has not been amended or modified. A true, correct and complete copy of the BRI Partnership Agreement is attached hereto as Exhibit 1. Except as contemplated hereby or set forth in the SEC Filings, the BRI Partnership has no commitment to issue any right to purchase or acquire or to issue or distribute to any of the owners of partnership interests in the BRI Partnership (the "BRI Partners"), any evidences of indebtedness or assets and the BRI Partnership has no obligation, contingent or otherwise, to purchase, redeem or otherwise acquire any interest in the BRI Partnership or to make any distribution in respect thereof. Upon the Closing, good, valid and marketable title to the BRI Partnership Units shall be vested in the Transferor Partners free and clear of any lien, claim, charge, pledge encumbrance, limitation, agreement or instrument whatsoever.
Appears in 17 contracts
Samples: Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De)
Partnership Capitalization. The BRI Partnership Agreement (i) is the only agreement among the partners relating to the organization, operation, or management of the BRI Partnership, (ii) is in full force and effect and (iii) has not been amended or modified. A true, correct and complete copy of the BRI Partnership Agreement is attached hereto as Exhibit 1. Except as contemplated hereby or set forth in the SEC Filings, the BRI Partnership has no commitment to issue any right to purchase or acquire or to issue or distribute to any of the owners of partnership interests in the BRI Partnership (the "BRI Partners"), any evidences of indebtedness or assets and the BRI Partnership has no obligation, contingent or otherwise, to purchase, redeem or otherwise acquire any interest in the BRI Partnership or to make any distribution in respect thereof. Upon the Closing, good, valid and marketable title to the BRI Partnership Units shall be vested in the Transferor Partners Members free and clear of any lien, claim, charge, pledge encumbrance, limitation, agreement or instrument whatsoever.
Appears in 4 contracts
Samples: Development Contribution Agreement (Berkshire Realty Co Inc /De), Development Contribution Agreement (Berkshire Realty Co Inc /De), Development Contribution Agreement (Berkshire Realty Co Inc /De)
Partnership Capitalization. The BRI Partnership Agreement (i) is the only agreement among the partners relating to the organization, operation, or management of the BRI Partnership, (ii) is in full force and effect and (iii) has not been amended or modified. A true, correct and complete copy of the BRI Partnership Agreement is attached hereto as Exhibit 1. Except as contemplated hereby or set forth in the SEC Filings, the BRI Partnership has no commitment to issue any right to purchase or acquire or to issue or distribute to any of the owners of partnership interests in the BRI Partnership (the "BRI Partners"), any evidences of indebtedness or assets and the BRI Partnership has no obligation, contingent or otherwise, to purchase, redeem or otherwise acquire any interest in the BRI Partnership or to make any distribution in respect thereof. Upon the Closing, good, valid and marketable title to the BRI Partnership Units shall be vested in the Transferor Partners Corporation free and clear of any lien, claim, charge, pledge encumbrance, limitation, agreement or instrument whatsoever.
Appears in 1 contract
Samples: Contribution Agreement (Berkshire Realty Co Inc /De)