Common use of Contribution Transaction Clause in Contracts

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. (a) At the Closing and subject to the terms and conditions contained in this Agreement and in accordance with applicable Laws, each 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 those arising under Organizational Documents governing the Contributed InterestsInterest), all of its right, title and interest in and to the Contributed InterestsInterest, including all rights to indemnification in favor of such the Contributor under the Organizational Documents; provided, that the Operating Partnership accepts the assignment by such the Contributor and agrees to be bound by the terms of the Organizational Documents governing such the Contributor’s Contributed Interests Interest 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 the Contributor with respect to such the Contributor’s Contributed Interests Interest on or after the Closing Date. (b) Without limiting the foregoing, each the 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 Interest 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. (a) At the Closing (as hereinafter defined) and subject to the terms and conditions contained in this Agreement Agreement, Contributor shall transfer to the Company 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 Encumbrances (other than those arising under Organizational Documents governing the Contributed Interestsas defined in Section 3.1(a)), all of its right, title the Property Interests. The contribution of Contributor's Property Interests shall be evidenced by a Contribution and interest Assumption Agreement in substantially the form of EXHIBIT B attached hereto and made a part hereof. The portion of the Property Interests that will be contributed to the Contributed InterestsCompany, including all rights to indemnification if any, will be determined as set forth 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 DateSection 1.2(d) hereof. (b) Without limiting The parties shall take such additional actions and execute such additional documentation as may be required by either (i) the foregoingPartnership Agreement (as hereinafter defined) or (ii) the Agreement of Limited Partnership dated as of March 24, 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 1997 of the Operating Partnership as a partner or member of (the Contributed Entity have been satisfied or otherwise waived"OP AGREEMENT") in order to effect the transactions contemplated hereby. (c) All Contributor hereby subscribes for and agrees to accept the issuance of the parties hereto agree thatCommon Stock and the OP Units specified by it pursuant to the terms of this Agreement, and, if Contributor receives OP Units, accepts, subject to the provisions of this Contribution Agreement, the terms and conditions of the OP Agreement, including, without limitation, the power of attorney granted therein, and agrees to execute and deliver at the Closing such other documents and agreements as may be reasonably required by the Company under the OP Agreement to effect the admission of Contributor as a result of limited partner in the assignment and assumptions hereunder and under the RIF Fund Contribution Agreements, for purposes of the Organizational Documents governing the Contributed EntityOperating Partnership. (d) As used herein, the Operating term "PARTNERSHIP AGREEMENT" shall mean the Amended, Restated and Reconstituted Agreement of Limited Partnership shall be a substituted general partnerof D/F Portfolio Associates Limited Partnership dated as of December 10, limited partner1996 among Feld▇▇▇ ▇▇▇ Portfolio Corp, manager or memberContributor and FSA Associates, as the case may be, of the applicable Contributed Entity.L.P.

Contribution Transaction. (a) At the Closing (as hereinafter defined) and subject to the terms and conditions contained in this Agreement Agreement, Contributor shall transfer to the Company 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 Encumbrances (other than those arising under Organizational Documents governing the Contributed Interestsas defined in Section 3.1(a)), all of its right, title the Property Interests. The contribution of Contributor's Property Interests shall be evidenced by a Contribution and interest Assumption Agreement in substantially the form of EXHIBIT B attached hereto and made a part hereof. The portion of the Property Interests that will be contributed to the Contributed InterestsCompany, including all rights to indemnification if any, will be determined as set forth 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 DateSection 1.2(d) hereof. (b) Without limiting The parties shall take such additional actions and execute such additional documentation as may be required by either (i) the foregoingPartnership Agreement (as hereinafter defined) or (ii) the Agreement of Limited Partnership dated as of March 24, 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 1997 of the Operating Partnership as a partner or member of (the Contributed Entity have been satisfied or otherwise waived"OP AGREEMENT") in order to effect the transactions contemplated hereby. (c) All Contributor hereby subscribes for and agrees to accept the issuance of the parties hereto agree thatCommon Stock and the OP Units specified by it pursuant to the terms of this Agreement, and, if Contributor receives OP Units, accepts, subject to the provisions of this Contribution Agreement, the terms and conditions of the OP Agreement, including, without limitation, the power of attorney granted therein, and agrees to execute and deliver at the Closing such other documents and agreements as may be reasonably required by the Company under the OP Agreement to effect the admission of Contributor as a result of limited partner in the assignment and assumptions hereunder and under Operating Partnership. (d) As used herein, the RIF Fund Contribution Agreements, for purposes of the Organizational Documents governing the Contributed Entityterm "PARTNERSHIP AGREEMENT" shall mean collectively, the Operating Agreement of Corporate Center, L.L.C. ("CC LLC") among Contributor, Corporate-Feld▇▇▇, ▇.L.C. (C-F LLC") and Corporate-Partners, L.L.C. ("C-P LLC") and the Amended, Restated and Reconstituted Agreement of Limited Partnership shall be a substituted general partnerof Corporate Center Associates, limited partnerLimited Partnership, manager or memberdated as of September 13, as the case may be1995, of the applicable Contributed Entityamong CC LLC, Contributor, C-F LLC and C-P LLC.