1
EXHIBIT 10.23
CONTRIBUTION AGREEMENT
This Contribution Agreement (this "AGREEMENT") dated as of the 30th day
of May, 1997 is entered into by and between TOWER REALTY OPERATING PARTNERSHIP,
L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), and Xxxxx X.
Xxxxxxxxxx, as Chapter 7 Trustee of Xxxxxx Xxxxxxx (the "CONTRIBUTOR").
R E C I T A L S:
A. The Contributor owns direct and indirect interests (the "INTERESTS")
in Tower 45 Associates Limited Partnership, a New York limited partnership ("T45
ASSOCIATES"), Maitland Property Investors, Ltd., a Florida limited partnership
("MAITLAND"), and Maitland Associates, Ltd., a [Florida] limited partnership
(the "GROUND LESSOR" and collectively with T45 Associates and Maitland, the
"PARTNERSHIPS"). Included among the interests is certain common stock of Tower
45, Inc. ("T45 INC."), the general partner of T45 Associates, and certain common
stock of Lake Success Realty Investors, Inc. ("LAKE SUCCESS"), the corporate
general partner of Maitland.
B. The Contributor is currently involved in bankruptcy proceedings (the
"BANKRUPTCY PROCEEDINGS") and, consequently, the transactions herein must be
approved by the U.S. Bankruptcy Court for the Eastern District of New York (the
"BANKRUPTCY COURT") and Xxxxx X. Xxxxxxxxxx, Trustee on behalf of the Estate of
Xxxxxx and Xxxxxxx Xxxxxxx (the "TRUSTEE").
C. The Operating Partnership desires to acquire from the Contributor
the Interests, and the Contributor desires to sell, assign, transfer and convey
to the Operating Partnership, on the terms and conditions set forth herein, all
of the Contributor's direct and indirect rights, title and interest as a partner
of the Partnerships in exchange for cash.
D. The Operating Partnership desires to acquire the Interests in
connection with the ongoing formation of Tower Realty Trust, Inc., a Maryland
corporation (the "COMPANY"), which intends to qualify as a real estate
investment trust and which is the sole general partner as well as a limited
partner of the Operating Partnership.
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Operating
Partnership and the Contributor agree as follows:
2
ARTICLE I
TRANSFER OF INTERESTS AND EXCHANGE FOR CASH
1.1 Contribution Transaction. At the Closing (as defined in Section 2.2
herein) and subject to the terms and conditions contained in this Contribution
Agreement, the Contributor shall transfer, absolutely and unconditionally, (i)
to the Operating Partnership, all of the Interests other than the common stock
of T45 Inc. and Lake Success, and (ii) upon the request of the Operating
Partnership, to Tower QRS No. 2 Corp., a wholly-owned subsidiary of the Company,
or another assignee or designee of the Operating Partnership, the common stock
of T45 Inc. and Lake Success. The transfer of the Contributor's Interests shall
be evidenced by a "CONTRIBUTION AND ASSUMPTION AGREEMENT" in substantially the
form of EXHIBIT "A" attached hereto. The parties shall take such additional
actions and execute such additional documentation as may be required by the
agreements of limited partnership of each of the Partnerships (each, a the
"PARTNERSHIP AGREEMENT") in order to effect the transactions contemplated
hereby.
1.2 Transfer of Certain Rights. Subject to Section 1.1(ii) above,
effective upon the Closing, the Contributor hereby transfers to the Operating
Partnership all of its rights and interests, if any, including rights to
indemnification in favor of the Contributor, if any, under the agreements
pursuant to which the Contributor or its affiliates initially acquired the
Interests transferred pursuant to this Contribution Agreement.
1.3 Consideration. The cash consideration (the "CONSIDERATION") to be
paid to the Contributor in respect of the Operating Partnership's purchase of
the Interests shall be $1,500,000.00.
ARTICLE II
CLOSING
2.1 Conditions Precedent. The obligations of the Operating Partnership
to effect the transactions contemplated hereby shall be subject to the following
conditions:
(a) Each of the obligations of the Contributor to be performed
by it shall have been duly performed by it on or before the Closing
Date;
(b) Concurrently with the Closing, the Contributor shall have
executed and delivered to the Operating Partnership the documents
required to be delivered pursuant to Section 2.3 hereof;
(c) The Contributor shall have obtained all necessary consents
or approvals of governmental authorities or third parties to the
consummation of the transactions
-2-
3
contemplated hereby including all consents or approvals of the
Bankruptcy Court and Trustee;
(d) The Contributor shall not have breached any of its
covenants contained herein in any material respect;
(e) No order, statute, rule, regulation, executive order,
injunction, stay, decree or restraining order shall have been enacted,
entered, promulgated or enforced by any court of competent jurisdiction
or governmental or regulatory authority or instrumentality that
prohibits the consummation of the transactions contemplated hereby, and
no litigation or governmental proceeding seeking such an order shall be
pending or threatened; and
(f) There shall not have occurred between the date hereof and
the Closing Date any material adverse change in any of the
Partnership's assets or business.
The foregoing conditions may be waived by the Operating
Partnership in its sole and absolute discretion.
2.2 Time and Place. The date, time and place of the closing of the
transactions contemplated hereunder (the "CLOSING") shall be May [15], 1997 (the
"CLOSING DATE"), at 10:01 a.m. in the office of Battle Xxxxxx LLP, 00 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place and time as the parties
shall agree. The transfers described in Sections 1.1 and 1.2 of this
Contribution Agreement, and all closing deliveries, shall be deemed concurrent
for all purposes.
2.3 Closing Deliveries. At the Closing, the parties shall make,
execute, acknowledge and deliver, or cause to be made,executed, acknowledged and
delivered through the Attorney-in-Fact (as designated in Section 5.1 below), the
legal documents and other items (collectively, the "CLOSING DOCUMENTS")
necessary to carry out the intention of this Contribution Agreement, which
Closing Documents and other items shall include, without limitation, the
following:
(i) A Contribution and Assumption Agreement;
(ii) The Partnership's books and records and securities or
other evidences of ownership held by the Contributor; and
(iii) An affidavit from the Contributor, stating under
penalty of perjury, the Contributor's United States Taxpayer
Identification Number and that the Contributor is not a foreign person
pursuant to section 1445(b)(2) of the Internal Revenue Code of 1986, as
amended (the "CODE") and a comparable affidavit satisfying California
and any other withholding requirements.
-3-
4
2.4 Closing Costs. The Operating Partnership shall pay any documentary
transfer taxes, escrow charges, title charges and recording taxes or fees
incurred in connection with the transactions contemplated hereby.
2.5 Trustee's Exculpatory Clause. The Contributor is the bankruptcy
Trustee of the estate of Xxxxxx and Xxxxxxx Xxxxxxx, and is executing this
Agreement solely in his capacity as Trustee and pursuant to Bankruptcy Court
order. The Operating Partnership acknowledges that the Trustee has no knowledge
of the facts recited herein, or as to the ability of the Trustee to satisfy any
of the terms, conditions, representations or warranties contained herein. The
Trustee's sole obligations hereunder shall be to deliver the Interests, free and
clear of all claims, liens, encumbrances pursuant to Bankruptcy Court order
covering the subject matter of this Agreement, except that certain interests in
T45 Associates are being transferred subject to liens and security interests in
favor of RSH Associates and GECC in accordance with an order of the bankruptcy
court as the same may be amended, and to execute and deliver an Agreement of
Assignment, Withdrawal, Admission. Neither the Trustee nor the estate of
Xxxxxx Xxxxxxx shall be liable in the event of any breach of this Agreement
or such Agreement of Assignment, Withdrawal, Admission, other than a breach
arising from the failure so to deliver the Interests.
ARTICLE III
[INTENTIONALLY LEFT BLANK]
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE OPERATING PARTNERSHIP
As a material inducement to the Contributor to enter into this
Agreement and to consummate the transactions contemplated hereby, the Operating
Partnership hereby makes to the Contributor each of the representations and
warranties set forth in this Article IV, which representations and warranties
are true as of the date hereof and shall be true as of the date of the Closing.
4.1 Authority. (a) The Operating Partnership is a limited partnership
duly organized, validly existing and in good standing under the laws of the
State of Delaware.
(b) The Operating Partnership has full right, authority, power and
capacity:
(i) to execute and deliver this Agreement, each Closing
Document to which it is a party and each other agreement, document and
instrument to be executed and delivered by or on behalf of it pursuant
to this Agreement; and
(ii) to perform the transactions contemplated hereby and
thereby.
(c) This Agreement, each Closing Document to which the Operating
Partnership is a party and each agreement, document and instrument executed and
delivered by the Operating
-4-
5
Partnership pursuant to this Agreement constitutes, or when executed and
delivered will constitute, the legal, valid and binding obligation of the
Operating Partnership, each enforceable in accordance with its respective terms.
(d) The execution, delivery and performance of this Agreement, each
Closing Document to which the Operating Partnership is a party and each such
agreement, document and instrument by the Operating Partnership:
(i) does not and will not violate the agreement of limited
partnership of the Operating Partnership dated as of March 24, 1997
(the "OP AGREEMENT");
(ii) does not and will not violate any foreign, federal,
state, local or other laws applicable to the Operating Partnership or
require the Operating Partnership to obtain any approval, consent or
waiver of, or make any filing with, any person or authority
(governmental or otherwise) that has not been obtained or made and
which does not remain in effect; and
(iii) does not and will not result in a breach or a violation
of, constitute a default under, accelerate any obligation under or give
rise to a right of termination of, any indenture, deed of trust,
mortgage, loan or credit agreement, any other material agreement,
contract, instrument, lease, permit or authorization, or any order,
writ, judgment, injunction, decree, determination or arbitration award
to which the Operating Partnership is a party or by which the property
of the Operating Partnership is bound or affected.
4.2 No Brokers. The Operating Partnership has not entered into, and
covenants that it will not enter into, any agreement, arrangement or
understanding with any person or entity which will result in the obligation of
any Contributor to pay any finder's fee, brokerage commission or similar payment
in connection with the transactions contemplated hereby.
ARTICLE V
POWER OF ATTORNEY
5.1 Grant of Power of Attorney. The Contributor does hereby irrevocably
appoint the Operating Partnership (or its designee) and each of them
individually and any successor thereof from time to time (such Operating
Partnership or designee or any such successor of any of them acting in his, her
or its capacity as attorney-in-fact pursuant hereto, the "ATTORNEY-IN-FACT") as
the true and lawful attorney-in-fact and agent of the Contributor, to act in the
name, place and stead of the Contributor to make, execute, acknowledge and
deliver all such other contracts, orders, other writings (including without
limitation the execution of any Closing Documents or other documents relating to
the acquisition by the Operating Partnership of the Interests), to provide
information to the Securities and Exchange Commission and others about the
transactions contemplated hereby and, in general, to do all things and to take
all actions
-5-
6
which the Attorney-in-Fact in its sole discretion may consider necessary or
proper in connection with or to carry out the transactions contemplated by this
Contribution Agreement, as fully as could the Contributor if personally present
and acting. Further, the Contributor hereby grants to the Attorney-in-Fact a
proxy (the "PROXY") to vote the Contributor's Interests on any matter related to
the Transactions contemplated hereby presented to the partners of any
Partnership for a vote, including, but not limited to, the transfer of interests
in such Partnership by the other partners.
Each of the Power of Attorney and Proxy and all authority granted
hereby shall be coupled with an interest and therefore shall be irrevocable and
shall not be terminated by any act of the Contributor, by operation of law or by
the occurrence of any other event or events, and if any other such act or events
shall occur before the completion of the transactions contemplated by this
Contribution Agreement, the Attorney-in-Fact shall nevertheless be authorized
and directed to complete all such transactions as if such other act or events
had not occurred and regardless of notice thereof. The Contributor agrees that,
at the request of the Operating Partnership, it will promptly execute a separate
power of attorney and proxy on the same terms set forth in this ARTICLE 5, such
execution to be witnessed and notarized. The Contributor hereby authorizes the
reliance of third parties on each of the Power of Attorney and Proxy.
The Contributor acknowledges that the Operating Partnership has, and
any designee or successor thereof acting as Attorney-in-Fact may have, an
economic interest in the transactions contemplated by this Contribution
Agreement.
5.2 Limitation on Liability. It is understood that the Attorney-in-Fact
assumes no responsibility or liability to any person by virtue of the Power of
Attorney or Proxy granted by the Contributor hereby. The Attorney-in-Fact makes
no representations with respect to and shall have no responsibility for the
transactions contemplated hereby or the Company's contemplated initial public
offering (the "IPO"), or the acquisition of the Interests by the Operating
Partnership and shall not be liable for any error or judgment or for any act
done or omitted or for any mistake of fact or law except for its own gross
negligence or bad faith. The Contributor agrees to indemnify the
Attorney-in-Fact for and to hold the Attorney-in-Fact harmless against any loss,
claim, damage or liability incurred on its part arising out of or in connection
with it acting as the Attorney-in-Fact under the Power of Attorney or Proxy
created by the Contributor hereby, as well as the cost and expense of
investigating and defending against any such loss, claim, damage or liability,
except to the extent such loss, claim, damage or liability is due to the gross
negligence or bad faith of the Attorney-in-Fact. The Contributor agrees that the
Attorney-in-Fact may consult with counsel of its own choice (who may be counsel
for the Operating Partnership or its successors or affiliates), and it shall
have full and complete authorization and protection for any action taken or
suffered by it hereunder in good faith and in accordance with the opinion of
such counsel. It is understood that the Attorney-in-Fact may, without breaching
any express or implied obligation to Contributor hereunder, release, amend or
modify any other power of attorney or proxy granted by any other person under
any related agreement.
-6-
7
ARTICLE VI
MISCELLANEOUS
6.1 Amendment. (a) This Agreement may only be amended by a written
agreement duly executed by the Contributor and the Operating Partnership.
(b) No waiver of any provisions of this Agreement shall be valid unless
in writing and signed by the party against whom enforcement is sought.
6.2 Entire Agreement; Counterparts; Applicable Law. This Agreement
(a) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof,
(b) may be executed in several counterparts, each of which
will be deemed an original and all of which shall constitute one and
the same instrument, and
(c) shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of New York without
giving effect to the conflicts of law provisions thereof.
6.3 Assignability. This Agreement shall be binding upon, and shall be
enforceable by and inure to the benefit of, the parties hereto and their
respective heirs, legal representatives, successors and assigns; provided,
however, that this Agreement may not be assigned (except by operation of law) by
the Operating Partnership without the prior written consent of the Contributor,
or by any Contributor without the prior written consent of the Operating
Partnership, and any attempted assignment without such consent shall be void and
of no effect; provided, further, however, that the Operating Partnership may
assign all or any portion of this Agreement and the Closing Documents and any
agreement contemplated hereunder or thereunder to the Company or to an affiliate
of the Operating Partnership or the Company without the consent of the
Contributor.
6.4 Titles. The titles and captions of the Articles, Sections and
paragraphs of this Agreement are included for convenience of reference only and
shall have no effect on the construction or meaning of this Agreement.
6.5 Third Party Beneficiary. No provision of this Agreement is
intended, nor shall it be interpreted, to provide or create any third party
beneficiary right or any other right of any kind in any customer, affiliate,
stockholder, partner, director, officer or employee of any party hereto or any
other person or entity, provided, however, that Article V and Sections 6.3 and
6.9 of this Agreement shall be enforceable by and shall inure to the benefit of
the persons described therein.
-7-
8
6.6 Severability. (a) If any provision of this Agreement, or the
application thereof, is for any reason held to any extent to be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances will be interpreted so as reasonably to effect
the intent of the parties hereto.
(b) The parties further agree to replace such void or unenforceable
provision of this Agreement with a valid and enforceable provision that will
achieve, to the extent possible, the economic, business and other purposes of
the void or unenforceable provision and to execute any amendment, consent or
agreement deemed necessary or desirable by the Operating Partnership to effect
such replacement.
6.7 Equitable Remedies. (a) The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached.
(b) It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any federal or state court
located in the State of New York (as to which the parties agree to submit to
jurisdiction for the purposes of such action), this being in addition to any
other remedy to which they are entitled under this Agreement or otherwise at law
or in equity.
6.8 Notices. Any notice or demand which must or may be given under this
Agreement or by law shall, except as otherwise provided, be in writing and shall
be deemed to have been given
(i) when physically received by personal delivery (which shall
include the confirmed receipt of a telecopied facsimile transmission),
(ii) three (3) business days after being deposited in the
United States certified or registered mail, return receipt requested,
postage prepaid, or
(iii) one (1) business day after being deposited with a
nationally known commercial courier service utilizing its next day
delivery service (such as Federal Express);
addressed and delivered or telecopied in the case of a notice to the Operating
Partnership to the following address and telecopy number:
Tower Realty Operating Partnership, L.P.
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxxx Xxxxxxx
Phone: (000)000-0000
Telecopy: (000)000-0000
-8-
9
with a copy to:
Battle Xxxxxx LLP
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxx, Esq.
Phone: (000)000-0000
Telecopy: (000)000-0000
and addressed and delivered or telecopied, in the case of a notice to the
Contributor, to the address and telecopy number set forth under the
Contributor's name on the signature page hereof.
6.9 Waiver of Rights; Consents with Respect to Partnership Interests.
(a) The Contributor acknowledges that the agreements contained herein and the
transactions contemplated hereby and any actions taken in contemplation of the
transactions contemplated hereby (including the declaration of any dividend or
distribution in the form of an additional interest in a Partnership) may
conflict with, and may not have been contemplated by, a Partnership Agreement or
another agreement among one or more holders of interests in a Partnership or one
or more of the partners of a Partnership.
(b) The Contributor expressly gives all Consents (and any consent
necessary to authorize the proper parties in interest to give all Consents) and
Waivers necessary or desirable to facilitate any Conveyance Action relating to a
Partnership (as such terms are defined below).
(c) The Contributor further agrees that the Contributor will take no
action to enjoin, or seek damages resulting from, any Conveyance Action by any
holder of a direct or indirect interest in a Partnership.
(d) The Waivers and Consent contained in this Section 6.9 shall
terminate upon the termination of this Agreement, except as to transactions
completed hereunder prior to termination.
(e) (i) As used herein, the term "CONVEYANCE ACTION" means, with
respect to a Partnership,
(ii) the conveyance or agreement to convey by a partner
thereof or by any holder of an indirect interest therein (whether or
not such partner or holder is a contributor under an agreement
containing terms similar to this Contribution Agreement) of its direct
or indirect interest in such Partnership to the Operating Partnership
or the Company or to another person in connection with the formation of
the Operating Partnership or the Company, or
(iii) the entering into by any such partner or holder of any
agreement relating to
(A) the formation of the Operating Partnership or the
Company,
-9-
10
(B) the direct or indirect acquisition by the
Operating Partnership or the Company of any such direct or
indirect interest, or
(C) the transactions described in or contemplated by
the prospectus relating to the IPO, or
(iv) the taking by any such partner or holder of any action
necessary or desirable to facilitate any of the foregoing, including,
without limitation, the following (provided that the same are taken in
furtherance of the foregoing):
(A) any sale or distribution to any person of a
direct or indirect interest in such Partnership or an
undivided tenant-in-common interest in the Property
represented by such partnership interest,
(B) the entering into of any agreement with any
person or entity that grants to such person or entity the
right to purchase a direct or indirect interest in such
Partnership, and
(C) the giving of the Consents and Waivers contained
in this Section 6.9 or consents or waivers similar thereto in
form or purpose.
(v) As used herein, the term "CONSENTS" means, with respect to
a Partnership, any consent deemed by the Operating Partnership to be
necessary or desirable under the applicable Partnership Agreement or
any other agreement among all or any of the holders of interests
therein or any other agreement relating thereto or referred to therein
(A) to permit any and all Conveyance Actions relating
to such Partnership or to amend such Partnership Agreement
and/or other agreements so that no provision thereof
prohibits, restricts, impairs or interferes with any
Conveyance Action (such amendment to include, without
limitation, the deletion of provisions which cause a default
under such agreement if interests therein are transferred for
other than cash),
(B) to admit the Operating Partnership (or the
Company or any affiliate of the Operating Partnership or the
Company in accordance with Section 6.3 above) as a substitute
limited partner or general partner of such Partnership upon
the Operating Partnership's or any such affiliate's
acquisition of a limited or general partner interest therein,
respectively, and to adopt such amendment as is necessary or
desirable to effect such admission,
(C) to adopt any amendment as may be deemed desirable
by the Operating Partnership, either simultaneously with or
immediately prior to the acquisition by the Operating
Partnership or any such affiliate of a limited or general
partnership interest therein, provided, however, that such
amendment will not result in any increased liability on the
part of the Contributor or under such Partnership Agreement,
and
-10-
11
(D) to continue such Partnership following the
transfer of interests therein to the Operating Partnership (or
the Company or any affiliate of the Operating Partnership or
the Company in accordance with Section 6.3 above).
(vi) As used herein, the term "WAIVERS" means, with respect to
a Partnership, the waiving of any and all rights that the Contributor
may have with respect to, and (to the extent possible) that any other
person may have with respect to, or that may accrue to the Contributor
or other person upon the occurrence of, a Conveyance Action relating to
such Partnership including, but not limited to, the following rights:
(A) rights of notice,
(B) rights to response periods,
(C) rights to purchase the direct or indirect
interest of another partner in such Partnership (or the
property interests represented by such partnership interest),
or to sell the Contributor's or other person's direct or
indirect interest therein to another partner,
(D) rights to sell the Contributor's or other
person's direct or indirect interest therein at a price other
than as provided herein, or
(E) rights to prohibit, limit, invalidate, otherwise
restrict or impair any such Conveyance Action or to cause a
termination or dissolution of such Partnership because of such
Conveyance Action.
(b) As of the Closing, the Operating Partnership irrevocably
waives, releases and forever discharges the Contributor and the
Contributor's agents, attorneys, successors and assigns of and from,
any and all charges, complaints, claims, liabilities, damages, actions,
causes of action losses and costs of any nature whatsoever
(collectively, "OPERATING PARTNERSHIP CLAIMS"), known or unknown,
suspected or unsuspected, arising out of or relating to any Partnership
Agreement, this Contribution Agreement or any
-11-
12
other matter which exists at the Closing, except for Operating
Partnership Claims arising from the breach of any representation,
warranty, covenant or obligation under this Contribution Agreement.
(c) As of the Closing, the Contributor waives and relinquishes
all rights and benefits otherwise afforded to the Contributor under any
Partnership Agreement including, without limitation, any right to
consent to or approve of the sale or contribution by the other partners
of the applicable Partnership of their partnership interests to the
Company or the Operating Partnership.
6.11 Confidentiality. (a) The Contributor shall treat as strictly
confidential the fact that the Company is contemplating an offering of its
Common Stock until such time as the Company has filed a Registration Statement
relating thereto with the Securities and Exchange Commission, and shall not
communicate at any time the terms of this Agreement to any person other than
counsel or advisors to the Contributor who agree to keep such terms confidential
and any lender holding a lien on any Property Interests.
(b) Except as is necessary to disclose in Xx Xxxxxxx'x bankruptcy case,
the Contributor shall treat all information received from the Operating
Partnership or its counsel or advisors pertaining to the Operating Partnership
or the Company confidential and shall disseminate the same only to counsel to
the Contributor who agree to keep such information confidential.
6.12 Computation of Time. Any time period provided for herein which
shall end on a Saturday, Sunday or bank or legal holiday shall extend to 5:00
p.m. of the next full business day. All times are New York City time.
6.13 Survival. It is the express intention and agreement of the parties
hereto that the representations, warranties and covenants of the Operating
Partnership set forth in this Agreement shall survive the consummation of the
transactions contemplated hereby.
6.14 Time of the Essence. Time is of the essence with respect to all
obligations of the Contributor under this Agreement.
-12-
13
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or caused this Agreement to be duly executed on its behalf, as of the
date first written above.
OPERATING PARTNERSHIP:
TOWER REALTY OPERATING PARTNERSHIP,
L.P.
By: TOWER REALTY TRUST, INC.,
its general partner
By: /s/Xxxxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: President
CONTRIBUTOR'S ADDRESS: CONTRIBUTOR:
XXXXX X. XXXXXXXXXX, Trustee XXXXX X. XXXXXXXXXX,
c/o Salomon, Green & Xxxxxx, P.C. as Chapter 7 Trustee of XXXXXX XXXXXXX
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
By: /s/Xxxxx X. Xxxxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxxxx
-13-
14
EXHIBIT A
to
CONTRIBUTION AGREEMENT
CONTRIBUTION AND ASSUMPTION AGREEMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, the undersigned hereby assigns, transfers,
contributes and conveys to [Tower Realty Operating Partnership, L.P. a Delaware
limited partnership (the "ASSIGNEE"), his or its entire legal and beneficial
right, title and interest in and to all general or limited partnership interests
(the "INTEREST") held by him or it in [name of Partnership] (the "PARTNERSHIP"),
including, without limitation, all rights to receive distributions of money,
profits and other assets from or relating to the Partnership or the Interest
presently existing or hereafter at any time arising or accruing TO HAVE AND TO
HOLD the same unto the Assignee, its successors and assigns, forever.
Upon the execution and delivery hereof, the Assignee assumes all
obligations in respect of the Interest.
Executed: May 15, 1997 XXXXX X. XXXXXXXXXX,
-- as Chapter 7 Trustee of XXXXXX XXXXXXX
2:12 PM
By: /s/ Xxxxx X. Xxxxxxxxxx
----------------------------
Name:
Title:
-14-
