Contribution Transaction Clause Samples

Contribution Transaction. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of all the outstanding Participating Entity Interests, Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), all of its Participating Entity Interests, including, without limitation, all of Contributor’s rights, title and interests in the Participating Entities and all rights to indemnification, reimbursement, payment and distributions in favor of Contributor under the Participating Entity Agreements or any other agreements pursuant to which Contributor or its affiliates acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit B for each Participating Entity Interest contributed hereunder. (b) At the Closing and subject to the terms and conditions contained in this Agreement, if the transaction is consummated as an acquisition of the Property by the Operating Partnership directly from the Participating Entity, the Participating Entity shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens other than Permitted Liens, but without recourse, representation or warranty except as expressly set forth herein (including Exhibit F), the Property. The contribution of the Property shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement for the Property contributed hereunder in a form reasonably satisfactory to the Operating Partnership, which shall contain a warranty of title that the Participating Entity owns the Property free and clear of all Liens. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the agreement of limited partnership of the Operating Partnership (the “OP Partnership Agreement”) or as requested in the reasonable judgment of counsel to the Operating Partnership in order to effect the transactions contemplated hereby, including any actions or docume...

Contribution Transaction. At the Closing and subject to the terms and conditions contained in this Agreement, each Contributor shall and does, effective as of the Closing, hereby assign, set over, and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, all of such Contributor’s right, title and interest in and to the Ownership Interests, in exchange for the consideration set forth in Section 1.02.

Contribution Transaction. At the Closing and subject to the terms and conditions contained in this Agreement, the Contributor shall (i) contribute, assign, set over, deliver and transfer to the Operating Partnership and/or the Company, as applicable, or a designee thereof absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to the Contributed Interests and (ii) pay to the Operating Partnership an amount in cash (the “Cash Amount”) equal to the Contributor’s Notional Loan Balance in Paramount GREF III, L.L.C. at the Closing, if any.

Contribution Transaction. (a) At the Closing and subject to the terms and conditions contained in this Agreement and in accordance with applicable Laws, each Contributor hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens (other than those arising under Organizational Documents governing the Contributed Interests), all of its right, title and interest in and to the Contributed Interests, including all rights to indemnification in favor of such Contributor under the Organizational Documents; provided, that the Operating Partnership accepts the assignment by such Contributor and agrees to be bound by the terms of the Organizational Documents governing such Contributor’s Contributed Interests and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor with respect to such Contributor’s Contributed Interests on or after the Closing Date. (b) Without limiting the foregoing, each Contributor, on behalf of itself and its Affiliates, consents to, and agrees and acknowledges that all requirements and conditions for the transactions contemplated by this Agreement, including the transfer of the Contributed Interests and the admission of the Operating Partnership as a partner or member of the Contributed Entity have been satisfied or otherwise waived. (c) All of the parties hereto agree that, as a result of the assignment and assumptions hereunder and under the RIF Fund Contribution Agreements, for purposes of the Organizational Documents governing the Contributed Entity, the Operating Partnership shall be a substituted general partner, limited partner, manager or member, as the case may be, of the applicable Contributed Entity.

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 to the Operating Partnership, absolutely and unconditionally, all of the Interest (as such term is defined in Recital A herein). The contribution of the Contributor's Interest 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 agreement of limited partnership dated as of January 18, 1987 of the Partnership (the "PARTNERSHIP AGREEMENT") in order to effect the transactions contemplated hereby.

Contribution Transaction. At the Closing, each Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, and the Operating Partnership shall assume, absolutely and unconditionally and free and clear of all Liens other than Permitted Exceptions, but without recourse, representation or warranty except as expressly set forth herein, all of Contributor’s undivided right, title and interest in and to the Contributor’s Property and the obligations with respect thereto. The contribution of each Property shall be evidenced by the Transfer Documents (as defined below).

Contribution Transaction. At the Closing and subject to the terms and conditions contained in this Agreement: (a) SCLP shall and does, effective as of the Closing, hereby assign, set over and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, the Minority Partner Interests, in exchange for the consideration set forth in Section 1.02. (b) SCLP shall and does, effective as of the Closing, hereby assign, set over and transfer the Sub 1 Ownership Interests to Sub 1, and the Sub 2 Ownership Interests to Sub 2. (c) Sub 1 shall and does, effective as of the Closing, hereby assign, set over and transfer to the REIT, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, the Sub 1 Ownership Interests, in exchange for the consideration set forth in Section 1.02. (d) Sub 2 shall and does, effective as of the Closing, hereby assign, set over and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, the Sub 2 Ownership Interests, in exchange for the consideration set forth in Section 1.02. (e) SCGP shall and does, effective as of the Closing, hereby assign, set over and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, except for Permitted Liens, all of SCGP’s right title and interest in and to the GP Holder Stock, in exchange for the consideration set forth in Section 1.02. (f) Pursuant to the Operating Partnership Agreement, the Operating Partnership has accepted the Sub 1 Ownership Interests from the REIT in exchange for OP Units;

Contribution Transaction. Minimum Consideration and Exchange of OP Units . . . . . . . . . . 2 1.3

Contribution Transaction. (a) At the Closing and subject to the terms and conditions contained in this Agreement and in accordance with applicable Laws, the Contributor hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens (other than Permitted Liens), all of its right, title and interest in and to the Contributed Interests. Without limiting the foregoing, the Contributed Interests shall also include all of the Contributor’s right, title and interests, as a tenant in common, in and to: (i) all fixtures, furniture, furnishings, apparatus and fittings, equipment, machinery, appliances, building supplies, tools, and other items of personal property used in connection with the operation or maintenance of the Contributed Property (the “Fixtures and Personal Property”); (ii) all intangible personal property now or hereafter used in connection with the operation, ownership, maintenance, management or occupancy of the Contributed Property, including, without limitation, any and all contract rights, warranties (including, without limitation, roof and construction warranties), guaranties, licenses, permits, entitlements, governmental approvals, certificates of occupancy and tenant books and records (the “Intangible Property”); (iii) all agreements and arrangements related to the Contributed Property, whether executed in the name of RIF II – La Jolla Sorrento or an Affiliate thereof as manager (collectively, “Property Agreements”), including without limitation, (1) all leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of the Contributed Property (“Leases”), and (2) all service, equipment, franchise, operating, management, parking, supply, utility and maintenance agreements relating to the Contributed Property (“Service Contracts”), and (iv) all accounts, deposits and reserves related to the Contributed Property (collectively, “Property Accounts”). The parties acknowledge and agree (and the Operating Partnership hereby directs) that, at the Closing, the Contributor shall transfer the Contributed Interests directly to RIF II – La Jolla Sorrento Business Park, LLC (“RIF II – La Jolla Sorrento”), which is a wholly-owned subsidiary of the Operating Partnership and the current owner of an undivided 70% tenant in common interest in the Contributed Property. (b) Without limiting the foregoing, the Contributor, on behalf of itself and its Affiliates, con...