CONTRIBUTIONS TO THE OPERATING PARTNERSHIP Clause Samples

CONTRIBUTIONS TO THE OPERATING PARTNERSHIP. (a) At the Closing and subject to the terms and conditions contained herein, each Opportunity Partnership shall contribute or cause to be contributed to the Operating Partnership all of its Titleholder Interests and other property interests described herein (for each Opportunity Partnership, collectively its "Contributed Opportunity Partnership Assets") by executing, acknowledging and delivering the following: 1. One or several Assignment and Assumption Agreements substantially in the form attached hereto as Exhibit D as required to transfer all of the Titleholder Interests owned by such Opportunity Partnership (each an "Assignment and Assumption Agreement"); 2. A bill ▇▇ sale conveying to the Operating Partnership all personal property owned by the Opportunity Partnership; exclusive of cash required to be distributed to the partners of such Opportunity Partnership in order to permit the ZML REIT therein to make a distribution to its shareholders immediately prior to the Closing in an amount sufficient to satisfy the distribution requirements applicable to REITs for avoidance of the payment of any federal income or excise tax (the "Required REIT Distribution") and any additional sum which such Opportunity Partnership elects to distribute thereafter to its partners from the proceeds of its prior sale of non-office assets; but including, without limitation, all personal property owned by the Opportunity Partnership and used in connection with the ownership or operation of the Properties, substantially in the form attached hereto as Exhibit E (each a "Bill ▇▇ Sale"); 3. An Assignment and Assumption of Intangible Rights Agreement substantially in the form attached hereto as Exhibit F (the "Assignment and Assumption of Intangible Rights"); 4. Stock certificates or other indicia of ownership in the Titleholders (or interests therein) and promissory notes, if any, held by the Opportunity Partnership, assigned or endorsed in blank; and 5. Amended and Restated Agreement of Limited Partnership for the Operating Partnership (the "OP Agreement") substantially in the form attached hereto as Exhibit G. (b) At the Closing and subject to the terms and conditions contained herein, Equity Office shall contribute or cause to be contributed to the Operating Partnership the Management Business by executing, acknowledging and delivering the following: 1. An Assignment and Assumption of Management Business Agreement substantially in the form attached hereto as Exhibit H (the "As...