Common use of Partnership Interest Clause in Contracts

Partnership Interest. The Partnership Interest constitutes all of the issued and outstanding interests owned by the Contributor in the Partnerships. The Partnership Interest is validly issued, fully paid and non-assessable, and was not issued in violation of any preemptive rights. The Partnership Interest has been issued in compliance with applicable law and the relevant Partnership Agreements (as then in effect). There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Partnership Interest or any securities or obligations of any kind convertible into any of the interests which comprise the Partnership Interest or other equity interests or profit participation of any kind in the Partnerships. At the Closing, upon receipt of the consideration, the Contributor will have transferred the Partnership Interest free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and equities to the Operating Partnership.

Appears in 11 contracts

Samples: Contribution Agreement (Tower Realty Trust Inc), Contribution Agreement (Tower Realty Trust Inc), Contribution Agreement (Tower Realty Trust Inc)

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Partnership Interest. The Partnership Interest constitutes all of the issued and outstanding interests owned by the Contributor in the PartnershipsPartnership. The Partnership Interest is validly issued, fully paid and non-assessable, and was not issued in violation of any preemptive rights. The Partnership Interest has been issued in compliance with applicable law and the relevant Partnership Agreements (as then in effect)Agreement. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Partnership Interest or any securities or obligations of any kind convertible into any of the interests which comprise the Partnership Interest or other equity interests or profit participation of any kind in the PartnershipsPartnership. At the Closing, upon receipt of the consideration, the Contributor will have transferred the Partnership Interest free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and equities to the Operating Partnership.

Appears in 1 contract

Samples: Contribution Agreement (Arden Realty Group Inc)

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