Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement.
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of , 20 , is entered into by and among Independence Realty Trust, Inc., a Maryland corporation (the “Company”), Independence Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of , 200 , is entered into by and among Lightstone Value Plus Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), Lightstone Value Plus REIT LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
Successor Partners. Any Person becoming a successor General Partner pursuant to Section 11.1 or the proviso to Section 12.1 or the transferee of the entire Partnership Interest of a Partner pursuant to Section 10.1 shall be admitted to the Partnership as a successor Partner, effective as of the date an amendment or restatement of the Certificate of Limited Partnership is filed with the Secretary of State of the State of Delaware effecting such substitution; provided, however, that no such successor shall be so admitted until it has agreed in writing to assume the former Partner’s obligations hereunder. This Agreement and the Certificate of Limited Partnership shall be amended as appropriate to reflect the termination of the former Partner and the admission of the successor Partner.
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. 96 EXHIBIT C [INTENTIONALLY OMITTED] 97 EXHIBIT D-1 Form of Lock-Up Agreement relating to Tower Realty Operating Partnership, L.P. See attached copy 98 EXHIBIT D-1 FORM OF LOCK-UP AGREEMENT , 1997 ------------- Tower Realty Operating Partnership, L.P. 120 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxar Sirs, Reference is made to the Contribution Agreement, dated _________, 1997 (the "Contribution Agreement"), by and between the undersigned and Tower Realty Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). Capitalized terms used but not otherwise defined in this letter agreement will have the meaning set forth in the Contribution Agreement. In consideration of the execution and exercise of the Contribution Agreement by the Operating Partnership, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of the Operating Partnership, the undersigned will not directly or indirectly sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition at any time in the future) of any units of limited partnership interest (the "OP Units") in the Operating Partnership, or any securities convertible into or exercisable or exchangeable for OP Units, beneficially owned by the undersigned as of the date hereof, for a period of twenty-four (24) months after the date hereof. Prior to the expiration of such period, the undersigned will not publicly announce or disclose any intention to do anything after the expiration of such period which the undersigned is prohibited, as provided in the preceding sentence, from doing during such period. The undersigned agrees that the provisions of this agreement shall also be binding upon the successors, assigns, heirs and personal representatives of the undersigned. In furtherance of the foregoing, the Operating Partnership is hereby authorized ...
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of , 20 , is entered into by and among American Realty Capital New York Recovery REIT, Inc., a Maryland corporation (the “Company”), New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. THIS EXCHANGE RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 20__, is entered into by and among Empire American Realty Trust, Inc., a Maryland corporation (the “Company”), Empire American Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
Successor Partners. In the event of a Bankruptcy of a Limited Partner, the bankruptcy trustee or administrator of such Limited Partner shall succeed to its Interest. If an individual Limited Partner dies, his executor or administrator shall succeed to his Interest. If a Limited Partner that is a natural Person shall be adjudicated insane, incompetent or incapacitated, his committee, guardian or conservator shall succeed to his Interest.
Successor Partners. For purposes of this Exhibit A, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. For purposes of the following examples, it is assumed that (a) the Exchange Factor in effect on ________ is 1.0 and (b) on _______ (the “Partnership Record Date” for purposes of these examples), prior to the events described in the examples, there are 100 shares of Common Stock issued and outstanding.
Example 1 On the Partnership Record Date, the Initial Limited Partner declares a dividend on its outstanding Common Stock in shares of Common Stock. The amount of the dividend is one share of Common Stock paid in respect of each share of Common Stock owned. Pursuant to Paragraph (i) of the definition of “Exchange Factor,” the Exchange Factor shall be adjusted on the Partnership Record Date, effective immediately after the stock dividend is declared, as follows:
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss, and other items of Partnership income, gain, loss, deduction, and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. Exhibit C Florida Land PROPERTY
1. Century Village Administration Building 000 Xxxxxxx Xxxxxxxxx Xxxx Xxxx Xxxxx, Xxxxxxx
2. The Land of the Presidents West Palm Beach, Florida
3. Village Xxxxxx Xxxxxxx Road Dania Beach, Florida
