Common use of Title to Interest Clause in Contracts

Title to Interest. (a) The Contributor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any of the properties held by the Partnership (each, a "Property") or encumbrances arising under the Partnership Agreement pursuant to which the Interest was issued (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interest and, upon delivery of a Contribution and Assumption Agreement by the Contributor conveying its Interest and delivery of the Consideration by the Operating Partnership for such Interest as herein provided, the Operating Partnership will acquire, as a contribution to its capital, good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) The Interest has been validly issued and the Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to the Interest except as set forth in the Partnership Agreement. (d) No Permitted Pledge will be in existence as of the date of the Closing, and the Contributor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (e) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Contributor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership.

Title to Interest. (a) The Contributor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any of the properties held by the Partnership (each, a "Property") or encumbrances arising under the Partnership Agreement pursuant to which the Interest was issued (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interest and, upon delivery of a Contribution and Assumption Agreement by the Contributor conveying its Interest and delivery of the Consideration by the Operating Partnership for such Interest as herein provided, the Operating Partnership will acquire, as a contribution to its capital, acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) The Interest has been validly issued and the Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to the Interest except as set forth in the Partnership Agreement. (d) No Permitted Pledge will be in existence as of the date of the Closing, and the Contributor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (e) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Contributor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership.