Common use of Partnership Interest Clause in Contracts

Partnership Interest. Except as provided in the Borrower Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the partnership interests in the Borrower Partnership held by the Transferor Partnership or the Borrower Corporate General Partner is authorized or outstanding. The Transferor Partnership owns and holds its interest in the Borrower Partnership and the stock of the Borrower Corporate General Partner free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. The Borrower Corporate General Partner currently owns and holds, and, subject to the provisions of Section 9.12 hereof, until immediately prior to Closing will own and hold, the Borrower General Partnership Interest free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Upon Closing, the Transfer Partnership shall own and hold its interest in the Borrower Partnership free and clear of any liens, pledges and encumbrances of any kind whatsoever, and free of any rights of assignment of any third party. Prior to Closing, the Transferor Partnership shall assign and transfer to the Transferor Agent all of the issued and outstanding stock of the Borrower Corporate General Partner. Subsequent to such assignment and transfer to the Transferor Agent but prior to Closing, the Transferor Agent shall cause the Borrower Corporate General Partner to assign and transfer the Borrower General Partnership Interest to the Borrower LLC General Partner (as defined in Section 9.12 hereof) free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party, such that upon Closing the Transferor Partnership and the Borrower LLC General Partner will each own and hold a fifty percent (50%) general partnership interest in the Borrower Partnership.

Partnership Interest. Except as provided in the Borrower Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the partnership interests in the Borrower Partnership held by the Transferor Partnership or the Borrower Corporate General Partner is authorized or outstanding. The Transferor Partnership owns and holds its interest in the Borrower Partnership and the stock of the Borrower Corporate General Partner free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. The Borrower Corporate General Partner currently owns and holds, and, subject to the provisions of Section 9.12 hereof, until immediately prior to Closing will own and hold, the Borrower General Partnership Interest free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Upon Closing, the Transfer Transferor Partnership shall own and hold its interest in the Borrower Partnership free and clear of any liens, pledges and encumbrances of any kind whatsoever, and free of any rights of assignment of any third party. Prior to Closing, the Transferor Partnership shall assign and transfer to the Transferor Agent all of the issued and outstanding stock of the Borrower Corporate General Partner. Subsequent to such assignment and transfer to the Transferor Agent but prior to Closing, the Transferor Agent shall cause the Borrower Corporate General Partner to assign and transfer the Borrower General Partnership Interest to the Borrower LLC General Partner (as defined in Section 9.12 hereof) free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party, such that upon Closing the Transferor Partnership and the Borrower LLC General Partner will each own and hold a fifty percent (50%) general partnership interest in the Borrower Partnership.