AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P. a Maryland limited partnership THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE...American Assets Trust, Inc. • December 17th, 2010 • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN ASSETS TRUST, L.P., dated as of [ ], 2011, is made and entered into by and among AMERICAN ASSETS TRUST, INC., a Maryland corporation, as the General Partner and the Persons whose names are set forth on Exhibit A attached hereto, as limited partners, and any Additional Limited Partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), [•] (the “SPE”), and [•], a Delaware limited liability company to be formed prior to the Closing Date and to be wholly-owned by the REIT (the “Merger Sub”). The REIT, the SPE and the Merger Sub are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), and the parties identified on Schedule I hereto (each a “Forward REIT Merger Entity” and, collectively the “Forward REIT Merger Entities”). The REIT and the Forward REIT Merger Entities are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
AMENDMENT TO OP SUB CONTRIBUTION AGREEMENTOp Sub Contribution Agreement • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California
This AMENDMENT TO OP SUB CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), American Assets Trust, Inc., a Maryland corporation (the “REIT”), [•], a Delaware limited liability company to be formed prior to the Closing Date and to be wholly owned by the Operating Partnership (the “OP Subsidiary”), and the contributors whose names appear on Schedule I hereto (each a “Contributor” and, collectively the “Contributors”). The REIT, the Operating Partnership, the OP Subsidiary and the Contributors are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Contribution Agreement (as defined below).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California
This AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), and the parties identified on Schedule I hereto (each a “Forward OP Merger Entity” and, collectively the “Forward OP Merger Entities”). The Operating Partnership and the Forward OP Merger Entities are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
AMENDMENT TO OP CONTRIBUTION AGREEMENTOp Contribution Agreement • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California
This AMENDMENT TO OP CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of December 16, 2010, by and among American Assets Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), American Assets Trust, Inc., a Maryland corporation (the “REIT”), and the contributors whose names appear on Schedule I hereto (each a “Contributor” and, collectively the “Contributors”). The REIT, the Operating Partnership and the Contributors are referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Contribution Agreement (as defined below).
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • December 17th, 2010 • American Assets Trust, Inc. • Real estate investment trusts • California
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of September 13, 2010, and is effective as of the Closing Date (as defined below), by and among American Assets Trust, Inc., a Maryland corporation (the “REIT”), American Assets Trust, L.P., a Maryland limited partnership and subsidiary of the REIT (the “Operating Partnership”, and collectively with the REIT, the “Consolidated Entities”), and Ernest Rady Trust U/D/T March 10, 1983, as amended, (the “Principal” or the “Indemnifying Party”).
