Common use of Preliminary Actions Clause in Contracts

Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken: (a) GOV was organized as a Maryland real estate investment trust on or about February 17, 2009; (b) HRPT contributed $5,000,000, in cash, to the capital of GOV on or about February 17, 2009 and an additional $1,766,000, in cash, to the capital of GOV on or about April 24, 2009; (c) HRPT advanced $6,015,000 on behalf of GOV to pay certain GOV Expenses related to the offering of GOV Common Shares on or about April 24, 2009; (d) GOV LLC was organized as a Delaware limited liability company on or about March 23, 2009; (e) each of the Property Owners transferred and conveyed all its right, title and interest in and to all of the land more particularly described in Schedule 1.1(40) that is identified in said Schedule as being owned by such Entity, together with any appurtenances thereto and any buildings, structures or other improvements thereon and all other Property Assets with respect thereto, to GOV LLC and GOV LLC assumed and agreed to timely pay, perform, observe and discharge all Liabilities, whether arising before or after the date of transfer and which are agreed to be GOV Liabilities for purposes of Section 5.2(b); (f) THE PROPERTY ASSETS WERE TRANSFERRED AND CONVEYED “AS IS, WHERE IS”, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE); (g) GOV and GOV LLC entered into the Credit Facility; (h) the Board of Trustees of GOV declared a distribution payable to HRPT, as GOV’s sole shareholder, in the amount of $250 million, which was paid on or about April 24, 2009; (i) GOV filed the GOV Registration Statement and the Registration Statement became effective under the Securities Act on June 2, 2009; (j) GOV has applied for listing of the GOV Common Shares for trading on the New York Stock Exchange; (k) prior to the Effective Date, the Board of Trustees of GOV declared a distribution to HRPT, as GOV’s sole shareholder, payable at the commencement of business on the Effective Date (and prior to the time HRPT ceases to be GOV’s sole shareholder) of all current assets (excluding any cash representing a portion of the contributions referred to in Section 2.1(b) or Proceeds), subject to all current Liabilities (excluding the advance referred to in Section 2.1(c) or any Liability representing repayment of principal under the Credit Facility) all as determined as of the close of business on the Effective Date in accordance with GAAP applied in a manner consistent with past practice of the HRPT Group and which shall include interest expense and all items of income and expense customarily prorated in sales transactions involving properties similar to the Properties including fixed and additional rents, real estate taxes and assessments and operating expenses; (l) HRPT’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein; and (m) GOV’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein.

Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken: (a) GOV was organized as a Maryland real estate investment trust on or about February 17, 2009; (b) HRPT contributed $5,000,000, in cash, to the capital of GOV on or about February 17, 2009 and an additional $1,766,000, in cash, to the capital of GOV on or about April 24, 2009; (c) HRPT advanced $6,015,000 on behalf of GOV to pay certain GOV Expenses related to the offering of GOV Common Shares on or about April 24, 2009; (d) GOV LLC was organized as a Delaware limited liability company on or about March 23, 2009; (e) each of the Property Owners transferred and conveyed all its right, title and interest in and to all of the land more particularly described in Schedule 1.1(40) that is identified in said Schedule as being owned by such Entity, together with any appurtenances thereto and any buildings, structures or other improvements thereon and all other Property Assets with respect thereto, to GOV LLC and GOV LLC assumed and agreed to timely pay, perform, observe and discharge all Liabilities, whether arising before or after the date of transfer and which are agreed to be GOV Liabilities for purposes of Section 5.2(b); (f) THE PROPERTY ASSETS WERE TRANSFERRED AND CONVEYED “AS IS, WHERE IS”, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE); (g) GOV and GOV LLC entered into the Credit Facility; (h) the Board of Trustees of GOV declared a distribution payable to HRPT, as GOV’s sole shareholder, in the amount of $250 million, which was paid on or about April 24, 2009; (i) GOV filed the GOV Registration Statement and the GOV Registration Statement became effective under the Securities Act on June 2[·], 2009; (j) GOV has applied for listing of the GOV Common Shares for trading on the New York Stock Exchange; (k) prior to the Effective Date, the Board of Trustees of GOV declared a distribution to HRPT, as GOV’s sole shareholder, payable at the commencement of business on the Effective Date (and prior to the time HRPT ceases to be GOV’s sole shareholder) of all current assets (excluding any cash representing a portion of the contributions referred to in Section 2.1(b) or Proceeds), subject to all current Liabilities (excluding the advance referred to in Section 2.1(c) or any Liability representing repayment of principal under the Credit Facility) all as determined as of the close of business on the Effective Date in accordance with GAAP applied in a manner consistent with past practice of the HRPT Group and which shall include interest expense and all items of income and expense customarily prorated in sales transactions involving properties similar to the Properties including fixed and additional rents, real estate taxes and assessments and operating expenses; (l) HRPT’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein; and (m) GOV’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein.

Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken: (a) GOV was organized as a Maryland real estate investment trust on or about February 17, 2009; (b) HRPT contributed $5,000,000, in cash, to the capital of GOV on or about February 17, 2009 2009, and an additional $1,766,0007,781,000, in cash, to the capital of GOV on or about April 24, 2009; (c) HRPT advanced $6,015,000 on behalf of GOV to pay certain GOV Expenses related to the offering of GOV Common Shares on or about April 24, 2009; (d) GOV LLC was organized as a Delaware limited liability company on or about March 23, 2009; (ed) each of the Property Owners transferred and conveyed all its right, title and interest in and to all of the land more particularly described in Schedule 1.1(40) that is identified in said Schedule as being owned by such Entity, together with any appurtenances thereto and any buildings, structures or other improvements thereon and all other Property Assets with respect thereto, to GOV LLC and GOV LLC assumed and agreed to timely pay, perform, observe and discharge all Liabilities, whether arising before or after the date of transfer and which are agreed to be GOV Liabilities for purposes of Section 5.2(b); (fe) THE PROPERTY ASSETS WERE TRANSFERRED AND CONVEYED “AS IS, WHERE IS”, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE); (gf) GOV and GOV LLC entered into the Credit Facility; (hg) the Board of Trustees of GOV declared a distribution payable to HRPT, as GOV’s sole shareholder, in the amount of $250 million, which was paid on or about April 24[·], 2009; (ih) GOV filed the GOV Registration Statement and the GOV Registration Statement became effective under the Securities Act on June 2[·], 2009; (ji) GOV has applied for listing of the GOV Common Shares for trading on the New York Stock Exchange; (kj) immediately prior to the Effective Date, the Board of Trustees of GOV declared a distribution to HRPT, as GOV’s sole shareholder, payable at the commencement of business on the Effective Date (and prior to the time HRPT ceases to be GOV’s sole shareholder) of all current assets (excluding any cash representing a portion of the contributions referred to in Section 2.1(b) or Proceeds)), subject to all current Liabilities (excluding the advance referred to in Section 2.1(c) or any Liability representing repayment of principal under the Credit Facility) all as determined as of the close of business on the Effective Date in accordance with GAAP applied in a manner consistent with past practice of the HRPT Group and which shall include interest expense and all items of income and expense customarily prorated in sales transactions involving properties similar to the Properties including fixed and additional rents, real estate taxes and assessments and operating expenses; (lk) HRPT’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein; and (ml) GOV’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein.

Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken: (a) GOV was organized as a Maryland real estate investment trust on or about February 17, 2009; (b) HRPT contributed $5,000,000, in cash, to the capital of GOV on or about February 17, 2009 and an additional $1,766,000, in cash, to the capital of GOV on or about April 24, 2009; (c) HRPT advanced $6,015,000 on behalf of GOV to pay certain GOV Expenses related to the offering of GOV Common Shares on or about April 24, 2009; (d) GOV LLC was organized as a Delaware limited liability company on or about March 23, 2009; (e) each of the Property Owners transferred and conveyed all its right, title and interest in and to all of the land more particularly described in Schedule 1.1(40) that is identified in said Schedule as being owned by such Entity, together with any appurtenances thereto and any buildings, structures or other improvements thereon and all other Property Assets with respect thereto, to GOV LLC and GOV LLC assumed and agreed to timely pay, perform, observe and discharge all Liabilities, whether arising before or after the date of transfer and which are agreed to be GOV Liabilities for purposes of Section 5.2(b); (f) THE PROPERTY ASSETS WERE TRANSFERRED AND CONVEYED “AS IS, WHERE IS”, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE); (g) GOV and GOV LLC entered into the Credit Facility; (h) the Board of Trustees of GOV declared a distribution payable to HRPT, as GOV’s sole shareholder, in the amount of $250 million, which was paid on or about April 24, 2009; (i) GOV filed the GOV Registration Statement and the GOV Registration Statement became effective under the Securities Act on June 2[·], 2009; (j) GOV has applied for listing of the GOV Common Shares for trading on the New York Stock Exchange; (k) immediately prior to the Effective Date, the Board of Trustees of GOV declared a distribution to HRPT, as GOV’s sole shareholder, payable at the commencement of business on the Effective Date (and prior to the time HRPT ceases to be GOV’s sole shareholder) of all current assets (excluding any cash representing a portion of the contributions referred to in Section 2.1(b) or Proceeds), subject to all current Liabilities (excluding the advance referred to in Section 2.1(c) or any Liability representing repayment of principal under the Credit Facility) all as determined as of the close of business on the Effective Date in accordance with GAAP applied in a manner consistent with past practice of the HRPT Group and which shall include interest expense and all items of income and expense customarily prorated in sales transactions involving properties similar to the Properties including fixed and additional rents, real estate taxes and assessments and operating expenses; (l) HRPT’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein; and (m) GOV’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein.

Preliminary Actions. Prior to the execution and delivery of this Agreement, the following actions were taken: (a) GOV was organized as a Maryland real estate investment trust on or about February 17, 2009; (b) HRPT contributed $5,000,000, in cash, to the capital of GOV on or about February 17, 2009 and an additional $1,766,000, in cash, to the capital of GOV on or about April 24, 2009; (c) HRPT advanced $6,015,000 on behalf of GOV to pay certain GOV Expenses related to the offering of GOV Common Shares on or about April 24, 2009; (d) GOV LLC was organized as a Delaware limited liability company on or about March 23, 2009; (ed) each of the Property Owners transferred and conveyed all its right, title and interest in and to all of the land more particularly described in Schedule 1.1(40) that is identified in said Schedule as being owned by such Entity, together with any appurtenances thereto and any buildings, structures or other improvements thereon and all other Property Assets with respect thereto, to GOV LLC and GOV LLC assumed and agreed to timely pay, perform, observe and discharge all Liabilities, whether arising before or after the date of transfer and which are agreed to be GOV Liabilities for purposes of Section 5.2(b); (fe) THE PROPERTY ASSETS WERE TRANSFERRED AND CONVEYED “AS IS, WHERE IS”, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF TITLE, OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE); (gf) GOV and GOV LLC entered into the Credit Facility; (hg) the Board of Trustees of GOV declared a distribution payable to HRPT, as GOV’s sole shareholder, in the amount of $250 million, which was paid on or about April 24[·], 2009; (ih) GOV filed the GOV Registration Statement and the GOV Registration Statement became effective under the Securities Act on June 2[·], 2009; (ji) GOV has applied for listing of the GOV Common Shares for trading on the New York Stock Exchange; (kj) immediately prior to the Effective Date, the Board of Trustees of GOV declared a distribution to HRPT, as GOV’s sole shareholder, payable at the commencement of business on the Effective Date (and prior to the time HRPT ceases to be GOV’s sole shareholder) of all current assets (excluding any cash representing a portion of the contributions contribution referred to in Section 2.1(b) or Proceeds)), subject to all current Liabilities (excluding the advance referred to in Section 2.1(c) or any Liability representing repayment of principal under the Credit Facility) all as determined as of the close of business on the Effective Date in accordance with GAAP applied in a manner consistent with past practice of the HRPT Group and which shall include interest expense and all items of income and expense customarily prorated in sales transactions involving properties similar to the Properties including fixed and additional rents, real estate taxes and assessments and operating expenses; (lk) HRPT’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein; and (ml) GOV’s Board of Trustees (or an authorized committee thereof) approved the execution and delivery of this Agreement and ratified and approved the transactions described herein.