Common use of TRANSFER OF WELLSFORD ASSETS AFTER EFFECTIVE TIME Clause in Contracts

TRANSFER OF WELLSFORD ASSETS AFTER EFFECTIVE TIME. Wellsford acknowledges that immediately after the Effective Time, the real properties owned by Wellsford and the Wellsford Subsidiaries and the equity interests in certain of the Wellsford Subsidiaries shall be transferred to ERP Operating Partnership, subject to all liabilities of Wellsford and the Wellsford Subsidiaries, as a capital contribution in exchange for a number of units and preferred units of ERP Operating Partnership equal to the number of common shares of beneficial interest and preferred shares of beneficial interest of the Surviving Trust issued in the Merger to the owners of the shares of beneficial interest of Wellsford in the Merger; provided, however, that Wellsford makes no representation or warranty regarding EQR's ability to accomplish the foregoing, the costs that would be incurred in connection therewith or any consents or approvals that may be required therefor.