Common use of Contribution of Properties Clause in Contracts

Contribution of Properties. 2.1. Upon the terms and conditions hereinafter set forth, Transferors agree to contribute and Transferee agrees to acquire the following: 2.1.1 All of Place’s right, title and interest in the Western Membership Interests; 2.1.2 All of Mezz’s right, title and interest in the Mezz Membership Interests; and 2.1.3 All of Mezz’s right, title and interest in the General Partner Interests. 2.2. Through its acquisition of the Membership Interests, it is the parties’ intention that Transferee will indirectly acquire all assets of the Property Owners, including without limitation: 2.2.1 All of the Property Owners’ right, title and interest in their respective parcels of real property more particularly described in Exhibit A-2 attached hereto and incorporated herein by this reference (collectively, the “Land”), together with all rights and appurtenances pertaining thereto (including, without limitation, all appurtenant easements over any adjacent property); 2.2.2 All buildings, improvements, and fixtures located on the Land (collectively, the “Improvements”); 2.2.3 All equipment, machinery, furnishings, supplies, and other tangible personal property owned by the Property Owners that is now or hereafter located at or within the Land or the Improvements and used in connection with the operation or occupancy thereof, including, without limitation, all personal property listed in Schedule 2.3 hereof (herein referred to collectively as the “Tangible Personal Property”); and 2.2.4 All of the Property Owners’ right, title, and interest in and to any intangible personal property now or hereafter owned by the Property Owners in connection with the Land, the Improvements or the Tangible Personal Property, including without limitation all of the Property Owners’ rights in and to all tradenames and trademarks associated with the Properties including without limitation the tradenames and trademarks identified in Schedule 2.4(a) attached hereto (collectively, the “Tradenames”), any and all transferable warranties, guaranties, and lien waivers relating to the Improvements or any Tangible Personal Property, all transferable software licenses used in the management or operation of the Properties including without limitation the licensees’ rights under the WebRoomz software licenses (the “WebRoomz Licenses”) described in Schedule 2.4(b) attached hereto and all transferable certificates of occupancy, plans, specifications, permits, licenses, approvals, and authorizations by any Governmental Authority, relating to the development, construction, ownership, operation, and occupancy of the Improvements (herein referred to collectively as the “Intangible Personal Property”). Notwithstanding the foregoing, the parties agree that Transferors shall retain ownership of the Tradenames and Transferors shall grant to the Transferee at Closing a license to use the Tradenames pursuant to the terms of the Trademark License Agreement. All of the foregoing Land, Improvements, Tangible Personal Property, and Intangible Personal Property comprise fourteen (14) separate student housing properties (each a “Property,” and collectively the “Properties”) located in various cities and counties in the States of Alabama, Georgia, Kentucky, Missouri, South Carolina and Tennessee, all as more particularly described on Exhibit A-1.

Contribution of Properties. 2.1. Upon the terms and conditions hereinafter set forth, Transferors agree to contribute and Transferee Shurgard agrees to acquire contribute, transfer, assign, convey and deliver to the following: 2.1.1 All LLC, and to cause SSCI and STLP to contribute, transfer, assign, convey and deliver to the LLC, and the LLC agrees to accept, subject to the provisions hereof, all of Place’s Shurgard's, SSCI's and STLP's respective right, title and interest in and to the Western Membership Interests;following: 2.1.2 All of Mezz’s right, (a) fee simple title and to and/or a leasehold interest in the Mezz Membership Interests; and 2.1.3 All of Mezz’s rightProperties located throughout the United States and improved with self-storage facilities, title and interest in the General Partner Interests. 2.2. Through its acquisition of the Membership Interests, it is the parties’ intention that Transferee will indirectly acquire all assets of the Property Owners, including without limitation: 2.2.1 All of the Property Owners’ right, title and interest in their respective parcels of real property as more particularly described in Exhibit A-2 on Schedule 1.1 (a) attached hereto and incorporated herein by this reference (collectively, the “Land”), together with all rights and appurtenances pertaining thereto (including, without limitation, all appurtenant easements over any adjacent propertyimprovements constructed on each Property are hereinafter referred to as a "Facility"); 2.2.2 All buildings, improvements, and fixtures located on the Land (collectively, the “Improvements”); 2.2.3 All equipment, machinery, furnishings, supplies, and other tangible b) all personal property owned by the Property Owners that is now or hereafter located at or within the Land or the Improvements and of any type, wherever located, used in connection conjunction with the ownership, use, maintenance or operation or occupancy thereofof a Property, including, without limitation, all equipment, inventory and supplies, all documents, plans, maps, specifications and construction materials, all inspection or similar reports, and all rights or privileges belonging or in any way pertaining to such personal property, all rents, revenues, income and profits thereof, and all other personal property listed of Shurgard used in Schedule 2.3 hereof connection with such Property and not enumerated herein (herein the "Personal Property"); (c) all leases, rental agreements, concessions, licenses, or other permissions to occupy any portion of any Property (the foregoing, together with any and all amendments, modifications or supplements thereto, are hereinafter referred to collectively as the “Tangible Personal Property”"Rental Agreements"); and 2.2.4 All of the Property Owners’ righttogether with all rentals, titlesecurity deposits, accounts receivable and interest in and to any intangible personal property now or hereafter owned other monetary items payable by the Property Owners parties thereto; (d) all intangible property used or useful in connection with the Land, the Improvements or the Tangible Personal Propertyforegoing, including without limitation all of the Property Owners’ rights in and to all tradenames and trademarks associated with the Properties including without limitation the tradenames and trademarks identified in Schedule 2.4(a) attached hereto (collectively, the “Tradenames”), any and all transferable warranties, guaranties, and lien waivers relating to the Improvements or any Tangible Personal Propertylimitation, all transferable software licenses used in the management or operation of the Properties including without limitation the licensees’ rights under the WebRoomz software licenses (the “WebRoomz Licenses”) described in Schedule 2.4(b) attached hereto and all transferable certificates of occupancycontract rights, plansguarantees, specificationslicenses, permits, licensesaccreditations, approvalscertificates of occupancy and warranties, and authorizations by any Governmental Authorityif any, relating to (the development, construction, ownership, operation, and occupancy of the Improvements (herein referred to collectively as the “"Intangible Personal Property”"), but expressly excluding those items listed on Schedule 1.1 (b) attached hereto. Notwithstanding the foregoing, the parties agree that Transferors shall retain ownership of the Tradenames and Transferors shall grant to the Transferee at Closing a license to use the Tradenames pursuant to the terms of the Trademark License Agreement. All of the foregoing Land, Improvements, Tangible Personal Each Property, together with the Personal Property and Intangible Personal Property comprise fourteen (14) separate student housing properties (each associated therewith, is sometimes individually referred to herein as a “"Property,” " and collectively referred to as the “"Properties”) located in various cities and counties in the States of Alabama, Georgia, Kentucky, Missouri, South Carolina and Tennessee, all as more particularly described on Exhibit A-1."