Formation and Contribution Agreement Sample Contracts

EX-99.3 4 dex993.htm FORMATION AND CONTRIBUTION AGREEMENT Execution Copy FORMATION AND CONTRIBUTION AGREEMENT
Formation and Contribution Agreement • May 5th, 2020 • New York

FORMATION AND CONTRIBUTION AGREEMENT, dated as of October , 2006 (this “Agreement”), by and among Dow Jones Reuters Business Interactive LLC, a Delaware limited liability company (“Factiva”), Reuters Limited, a company incorporated under the laws of England and Wales (“Reuters Limited”), Reuters JV Switzerland SARL, a company incorporated under the laws of Switzerland (“Reuters Switzerland” and together with Reuters Limited, the “Reuters Parties”), Dow Jones & Company, Inc., a Delaware corporation (“Dow Jones”), DJBI, LLC, a Delaware limited liability company and a wholly owned subsidiary of Dow Jones (“DJBI” and together with Dow Jones, the “Dow Jones Parties”)).

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THIRD AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • May 8th, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • California

THIS THIRD AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of March 26, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB SPE SANTA CLARITA LLC, a California limited liability company (“Clarita LLC”), (v) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (vi) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vii) ST. FRANCIS-LYNWOOD MEDICAL PLAZA L.P., a California limited partnership (“Francis LP”), (viii) EDEN MEDICAL PLAZA LP, a California limited partnership (“Eden LP”), (ix) PMB BURBANK #1 LLC, a California limited liability company (“Burbank 1 LLC”), (x) SAN GABRIEL VALLEY MEDICAL PLAZA LLC, a California limited liability company (“SG Valley

FIRST AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • May 8th, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • California
NINTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California

THIS NINTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of August 27, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (v) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vi) THE PLAZA AT WASHOE, LLC, a Nevada limited liability company (“Washoe LLC”), (vii) THE TERRACE AT SOUTH MEADOWS, LLC, a Nevada limited liability company (“Terrace LLC”), (viii) PMB BURBANK #2 LLC, a California limited liability company (“Burbank 2 LLC”), (ix) PDP ORANGE LLC, a Delaware limited liability company (“Orange LLC”), (x) PDP MISSION VIEJO LLC, a Delaware limited liability company (“Mission LLC”), (xi) PDP POMERADO

TWELFTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • February 5th, 2010 • Nationwide Health Properties Inc • Real estate investment trusts • California

All representations and warranties made by the undersigned in Section 8 of the Contribution Agreement, and all other representations and warranties set forth in Section 8 of the Contribution Agreement, are true and correct on and as of the Effective Date (except with respect to representations and warranties made as of a prior date, which shall be true and correct in all material respects as of such date, and provided that (i) attached hereto as Attachment No. 1 is a true, correct and complete copy of Exhibit “V-1” to the Contribution Agreement with respect to the Property leased by the undersigned as of the Effective Date and (ii) attached hereto as Attachment No. 2 is a true, correct and complete copy of Exhibit “W” to the Contribution Agreement with respect to the Property leased by the undersigned as of the Effective Date) and as of the Closing Date.

EIGHTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California

THIS EIGHTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of July 25, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (v) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vi) THE PLAZA AT WASHOE, LLC, a Nevada limited liability company (“Washoe LLC”), (vii) THE TERRACE AT SOUTH MEADOWS, LLC, a Nevada limited liability company (“Terrace LLC”), (viii) PMB BURBANK #2 LLC, a California limited liability company (“Burbank 2 LLC”), (ix) PDP ORANGE LLC, a Delaware limited liability company (“Orange LLC”), (x) PDP MISSION VIEJO LLC, a Delaware limited liability company (“Mission LLC”), (xi) PDP POMERADO L

THIRTEENTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • March 4th, 2010 • Nationwide Health Properties Inc • Real estate investment trusts • California
FORMATION AND CONTRIBUTION AGREEMENT by and among SE2QUEL PARTNERS LLC, TEGAL CORPORATION and SEQUEL POWER LLC
Formation and Contribution Agreement • January 21st, 2011 • Tegal Corp /De/ • Special industry machinery, nec • Delaware

This Formation and Contribution Agreement (collectively with all schedules and exhibits hereto, this “Agreement”), dated as of January 14, 2011, is made and entered into by and among se2quel Partners LLC, a California limited liability company (“se2quel LLC”), Tegal Corporation, a Delaware corporation (“Tegal”), and sequel Power LLC, a newly formed Delaware limited liability company (the “Company”). se2quel LLC, Tegal and the Company are sometimes collectively referred to herein as the “Parties.”

TENTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

FORMATION AND CONTRIBUTION AGREEMENT BY AND AMONG
Formation and Contribution Agreement • February 13th, 2015 • Phillips 66 Partners Lp • Pipe lines (no natural gas) • Delaware

This Formation and Contribution Agreement (the “Agreement”) is made and entered into as of November 21, 2014, by and between Phillips 66 Partners LP, a Delaware limited partnership (“PSXP”) and Paradigm Energy Partners, LLC, a Delaware limited liability company (“Paradigm”).

SIXTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California

THIS SIXTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment“) is made and entered into as of May 12, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP“), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC“), (iv) PMB SPE SANTA CLARITA LLC, a California limited liability company (“Clarita LLC“), (v) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC“), (vi) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP“), (vii) ST. FRANCIS-LYNWOOD MEDICAL PLAZA L.P., a California limited partnership (“Francis LP“), (viii) EDEN MEDICAL PLAZA LP, a California limited partnership (“Eden LP“), (ix) PMB BURBANK #1 LLC, a California limited liability company (“Burbank 1 LLC“), (x) SAN GABRIEL VALLEY MEDICAL PLAZA LLC, a California limited liability company (“SG Valley L

SEVENTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • February 18th, 2009 • Nationwide Health Properties Inc • Real estate investment trusts • California

THIS SEVENTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of June 24, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (v) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vi) THE PLAZA AT WASHOE, LLC, a Nevada limited liability company (“Washoe LLC”), (vii) THE TERRACE AT SOUTH MEADOWS, LLC, a Nevada limited liability company (“Terrace LLC”), (viii) PMB BURBANK #2 LLC, a California limited liability company (“Burbank 2 LLC”), (ix) PDP ORANGE LLC, a Delaware limited liability company (“Orange LLC”), (x) PDP MISSION VIEJO LLC, a Delaware limited liability company (“Mission LLC”), (xi) PDP POMERADO

FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS dated February 25, 2008 by and among NATIONWIDE HEALTH PROPERTIES, INC., and PACIFIC MEDICAL BUILDINGS LLC, and PMB SANTA CLARITA LLC, PMB CHULA VISTA LLC, LILIHA PARTNERS L.P., ST....
Formation and Contribution Agreement • May 8th, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • California

THIS FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of February 25, 2008 (the “Execution Date”), by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iii) PMB SANTA CLARITA LLC, a California limited liability company (“Clarita LLC”), (iv) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (v) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vi) ST. FRANCIS-LYNWOOD MEDICAL PLAZA L.P., a California limited partnership (“Francis LP”), (vii) EDEN MEDICAL PLAZA LP, a California limited partnership (“Eden LP”), (viii) PMB BURBANK #1 LLC, a California limited liability company (“Burbank 1 LLC”), (ix) SAN GABRIEL VALLEY MEDICAL PLAZA LLC, a California limited liability company (“SG Valley LLC”), (x) PMB GREEN VALLEY LLC, a Nevada limited liability company (“Green

FORMATION AND CONTRIBUTION AGREEMENT BY AND AMONG PETROHAWK ENERGY CORPORATION, HAWK FIELD SERVICES, LLC and KM GATHERING LLC Executed April 12, 2010
Formation and Contribution Agreement • April 16th, 2010 • Petrohawk Energy Corp • Crude petroleum & natural gas • Delaware

This Formation and Contribution Agreement (the “Agreement”) is made and entered into as of April 12, 2010, by and among Petrohawk Energy Corporation, a Delaware corporation (“Parent”), Hawk Field Services, LLC, an Oklahoma limited liability company (“HS,” and together with Parent, the “Parent Parties”), and KM Gathering LLC, a Delaware limited liability company (“JVP”).

FOURTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • May 8th, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • California

THIS FOURTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of March 28, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB SPE SANTA CLARITA LLC, a California limited liability company (“Clarita LLC”), (v) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (vi) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vii) ST. FRANCIS-LYNWOOD MEDICAL PLAZA L.P., a California limited partnership (“Francis LP”), (viii) EDEN MEDICAL PLAZA LP, a California limited partnership (“Eden LP”), (ix) PMB BURBANK #1 LLC, a California limited liability company (“Burbank 1 LLC”), (x) SAN GABRIEL VALLEY MEDICAL PLAZA LLC, a California limited liability company (“SG Valle

FIFTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Formation and Contribution Agreement • May 8th, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • California

THIS FIFTH AMENDMENT TO FORMATION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of April 22, 2008, by and among (i) NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation (“NHP”), (ii) NHP/PMB L.P., a Delaware limited partnership (the “Operating Partnership”), (iii) PACIFIC MEDICAL BUILDINGS LLC, a California limited liability company (“PMB LLC”), (iv) PMB SPE SANTA CLARITA LLC, a California limited liability company (“Clarita LLC”), (v) PMB CHULA VISTA LLC, a California limited liability company (“Vista LLC”), (vi) LILIHA PARTNERS L.P., a California limited partnership (“Liliha LP”), (vii) ST. FRANCIS-LYNWOOD MEDICAL PLAZA L.P., a California limited partnership (“Francis LP”), (viii) EDEN MEDICAL PLAZA LP, a California limited partnership (“Eden LP”), (ix) PMB BURBANK #1 LLC, a California limited liability company (“Burbank 1 LLC”), (x) SAN GABRIEL VALLEY MEDICAL PLAZA LLC, a California limited liability company (“SG Valley

FORMATION AND CONTRIBUTION AGREEMENT RREEF AMERICA REIT II CORP. TTT AND CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P. CarrAmerica Corporate Center 4400-4460 Rosewood Pleasanton, California Dated as of March 31, 2005
Formation and Contribution Agreement • April 6th, 2005 • Carramerica Realty Operating Partnership Lp • Real estate investment trusts • California

THIS FORMATION AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 31, 2005 (the “Effective Date”), by and between RREEF AMERICA REIT II CORP. TTT, a Maryland corporation (hereinafter called “RREEF”) and CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (hereinafter called “CarrAmerica”).

FORMATION AND CONTRIBUTION AGREEMENT BY AND AMONG MMMG LLC., a Nevada limited liability company; MEDMEN OPPORTUNITY FUND, LP, a Delaware limited partnership; MEDMEN OPPORTUNITY FUND II, LP a Delaware limited partnership; THE MEDMEN OF NEVADA 2, LLC a...
Formation and Contribution Agreement • October 7th, 2020 • MedMen Enterprises, Inc. • Retail-retail stores, nec • California

THIS FORMATION AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 24th day of January, 2018 (the “Effective Date”) by and among MMMG LLC., a Nevada limited liability company (“MMMG”), MEDMEN OPPORTUNITY FUND, LP, a Delaware limited partnership (“Fund I”), MEDMEN OPPORTUNITY FUND II, LP, a Delaware limited partnership (“Fund II”), THE MEDMEN OF NEVADA 2 LLC, a Nevada limited liability company (“MMNV2”), DHSM INVESTORS, LLC, an Ohio limited liability company (“DHS Owner”), BLOOMFIELD PARTNERS UTICA, LLC, a New York limited liability company (“Utica Owner”) and together with MMMG, Fund I, Fund II, MMNV2 and DHS Owner, each, a “Contributor” and collectively, the “Contributors”) and MM ENTERPRISES MANAGER, LLC, a Delaware limited liability company (the “Manager”) which serves as the sole manager of MM ENTERPRISES USA, LLC, a Delaware limited liability company (the “Company”). The Contributors, the Manager and the Member are sometimes referred to herein individ

FORMATION AND CONTRIBUTION AGREEMENT BY AND AMONG
Formation and Contribution Agreement • March 12th, 2021 • Delaware

This Formation and Contribution Agreement (the “Agreement”) is made and entered into as of November 21, 2014, by and between Phillips 66 Partners LP, a Delaware limited partnership (“PSXP”) and Paradigm Energy Partners, LLC, a Delaware limited liability company (“Paradigm”).

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