Common use of Contribution and Assignment Clause in Contracts

Contribution and Assignment. A. Subject to the terms and conditions of this Agreement, Contributor hereby agrees to contribute to the Partnership, at the Closing (as such term is hereinafter defined), all of its right, title and interest in and to all of the LP Interests held by Contributor free and clear of all liens, claims, liabilities and encumbrances. The Partnership shall not assume any obligations or liabilities of the Contributor relating the ownership of the LP Interests arising prior to the date hereof. The Partnership, in reliance upon the representations and warranties of Contributor contained herein and on the terms and conditions herein set forth, hereby agrees to accept the contribution of the LP Interests from Contributor at the Closing on the terms and conditions set forth herein. Notwithstanding anything to the contrary, in the event that it is later determined that Contributor did not acquire the PAMI Interests pursuant to the Buy/Sell Provisions or otherwise, no contribution of the LP Interests shall be deemed to have been made by Contributor and Contributor shall not be deemed to have become a Limited Partner of the Partnership at any time. B. Subject to the terms and conditions of this Agreement, each New GP Entity hereby agrees, and Contributor shall cause each New GP Entity, to assign to the Partnership or, at the direction of the Partnership, its designated affiliate, at the Closing (as such term is hereinafter defined), all of its right, title and interest in and to all of the GP Interests held by such New GP Entity free and clear of all liens, claims, liabilities and encumbrances. Neither the Partnership nor any designee of the Partnership shall assume any obligations or liabilities of the Contributor or any New GP Entity relating the ownership of the GP Interests arising prior to the date hereof. The Partnership or its designated affiliate, in reliance upon the representations and warranties of Contributor contained herein and on the terms and conditions herein set forth, hereby agrees to accept the contribution of the GP Interests from such New GP Entity at the Closing on the terms and conditions set forth herein. Notwithstanding anything to the contrary, in the event that it is later determined that Contributor did not acquire the PAMI Interests pursuant to the Buy/Sell Provisions or otherwise, no contribution of the GP Interests shall be deemed to have been made by Contributor. C. The Port Charlotte Property, the Encore Harlingen Property, the Sunburst Harlingen Property, the Port ▇▇▇▇▇▇ Property, the Vero Beach Property, the Daytona Beach Property, the Tahoe Beach Property, the Southern Comfort Property, the Weslaco Property, the Mercedes Property, the Paradise Park Property, the St. Petersburg Property, the Sarasota South Property, and the Pacific Dunes Property shall mean and include all of the respective Property Owner's direct or indirect right, title and interest in and to the following described property with respect to each Individual Property: (i) the real estate owned (or ground leased, as applicable) by such Property Owner described on Exhibits A-1 through A-14 attached to this Agreement, respectively (as applicable with respect to each Individual Property); together with all and singular the easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or hereafter belonging or appertaining (the "Individual Tract of Land"); (ii) any land lying in the bed of any street, alley, road or avenue (whether open, closed or proposed) within, in front of, behind or otherwise adjoining the Individual Tract of Land or any of it, any award made or to be made as a result of or in lieu of condemnation affecting the Individual Property or any part thereof, and any award for damage to the Individual Property or any part thereof by reason of casualty (all of the foregoing being included within the term "Individual Tract of Land"); (iii) all of the buildings, structures, fixtures, facilities, installations and other improvements of every kind and description now or hereafter in, on, over and under the Individual Tract of Land, including, without limitation, any and all recreational buildings, structures and facilities, plumbing, heating, ventilating, air conditioning, mechanical, electrical and other utility systems, water and sewage treatment plants and facilities (including ▇▇▇▇▇ and septic systems), parking lots and facilities, landscaping, roadways, sidewalks, swimming pools, security devices, signs and light fixtures, which are not owned by tenants under the Individual Property Leases (as such term is hereinafter defined) (collectively, the "Individual Improvements") (the Individual Tract of Land and the Individual Improvements being herein collectively referred to as the "Individual Premises"); (iv) all manufactured homes, recreational vehicles and park model homes, furniture, furnishings, fixtures, equipment, machinery, maintenance vehicles and equipment, tools, parts, recreational equipment, carpeting, window treatments, office supplies and equipment, and other tangible personal property of every kind and description situated in, on, over or under the Individual Premises or used in connection therewith which are not owned by tenants under the Individual Property Leases, together with all replacements and substitutions therefor (together with the items described in Section 1(C)(v) below and the Individual Intangible Personal Property described in Section 1(C)(vi) below, collectively, the "Individual Personal Property"), a substantially complete and accurate itemization of which may be submitted to the Partnership pursuant to Section 5(A)(iii) below; (v) all existing surveys, blueprints, drawings, plans and specifications (including, without limitation, structural, HVAC, mechanical and plumbing, water and sewer plans and specifications), construction drawings, soil tests, environmental reports, appraisals, police reports, and other documentation for or with respect to the Individual Property or any part thereof; all available tenant lists and data, correspondence with past, present and prospective tenants, vendors, suppliers, utility companies and other third parties, stationery, brochures, booklets, manuals and promotional, marketing and advertising materials concerning the Individual Property or any part thereof; any declarations, by-laws, minute books and other materials relating to any homeowners' association or similar organization affecting the Individual Property, together with all supporting documentation relating thereto; and such other existing books, records and documents (including, without limitation, those relating to ad valorem taxes and the Individual Property Leases) used in connection with the operation of the Individual Property or any part thereof; (vi) the Individual Property Leases and the Individual Property Service Contracts (as such term is hereinafter defined), and all other intangible personal property used in connection with or arising from the business now or hereafter conducted on or from the Individual Property or any part thereof, including, without limitation, claims, choses in action, lease and other contract rights, names and telephone exchange numbers, reservation and contact lists, software, web sites, goodwill, going-concern value, favorable ratings and recommendations in national, regional and local trade publications and the like (collectively, the "Individual Intangible Personal Property"). A summary of all current leases and other occupancy agreements affecting the Individual Premises or any part thereof (collectively, the "Individual Property Leases," with such summary being hereinafter referred to as the "Individual Property Rent Roll"), including each tenant's name, a description of the space leased, the amount of rent due and the amount of any security deposit paid, the term of each Individual Property Lease, and a description of any right to renew or extend, may be submitted to the Partnership pursuant to Section 5(A)(i) below. A list of all employment, union, purchase, service and maintenance agreements, equipment leases and any other agreements, contracts, licenses and permits, including, without limitation, cable television and satellite master antenna television system agreements, affecting or pertaining in any way to the Individual Property or any part thereof (collectively, the "Individual Property Service Contracts") may be submitted to the Partnership pursuant to Section 5(A)(ii) below; and (vii) all cash, cash equivalents and inventory, including monies held on account by lenders (the "Cash").

Contribution and Assignment. A. Subject to the terms and conditions of this Agreement, Contributor hereby agrees to contribute to the PartnershipCompany, at the Closing (as such term is hereinafter defined), all of its right, title and interest in and to all of the LP Interests held by Contributor free and clear of all liens, claims, liabilities and encumbrances. The Partnership Company shall not assume any obligations or liabilities of the Contributor relating the ownership of the LP Interests arising prior to the date hereof. The PartnershipCompany, in reliance upon the representations and warranties of Contributor contained herein and on the terms and conditions herein set forth, hereby agrees to accept the contribution of the LP Interests from Contributor at the Closing on the terms and conditions set forth herein. Notwithstanding anything to the contrary, in the event that it is later determined that Contributor did not acquire the PAMI Interests pursuant to the Buy/Sell Provisions or otherwise, no contribution of the LP Interests shall be deemed to have been made by Contributor and Contributor shall not be deemed to have become a Limited Partner of the Partnership at any time. B. Subject to the terms and conditions of this Agreement, each New GP Entity hereby agrees, and Contributor shall cause each New GP Entity, to assign to the Partnership Company or, at the direction of the PartnershipCompany, its designated affiliate, at the Closing (as such term is hereinafter defined), all of its right, title and interest in and to all of the GP Interests held by such New GP Entity free and clear of all liens, claims, liabilities and encumbrances. Neither the Partnership Company nor any designee of the Partnership Company shall assume any obligations or liabilities of the Contributor or any New GP Entity relating the ownership of the GP Interests arising prior to the date hereof. The Partnership Company or its designated affiliate, in reliance upon the representations and warranties of Contributor contained herein and on the terms and conditions herein set forth, hereby agrees to accept the contribution of the GP Interests from such the New GP Entity Entities at the Closing on the terms and conditions set forth herein. Notwithstanding anything to the contrary, in the event that it is later determined that Contributor did not acquire the PAMI Interests pursuant to the Buy/Sell Provisions or otherwise, no contribution of the GP Interests shall be deemed to have been made by Contributor. C. The Park City Property, the Punta Gorda Property, the Port Charlotte Property, the Encore Harlingen Property, the Sunburst Harlingen Property, the Port ▇▇▇▇▇▇ Property, the Vero Beach Property, the Daytona Beach Property, the Tahoe Property, the Crystal River Property, the Orlando Property, the Fort ▇▇▇▇▇ Beach Property, the Southern Comfort Silver Dollar Property, the Weslaco Property, the Mercedes Property, the Paradise Park Property, the St. Petersburg Lake Placid Property, the Sarasota South North Property, the Tampa North Property, the Sunshine Key Property, the Sunburst Forth ▇▇▇▇▇ Property, the Florida Keys Property, the North Fort ▇▇▇▇▇ Property and the Pacific Dunes Tropical Palms Property shall mean and include all of the respective Property Owner's direct or indirect right, title and interest in and to the following described property with respect to each Individual Property: (i) the real estate owned (or ground leased, as applicable) by such Property Owner described on Exhibits A-1 through A-14 A-21 attached to this Agreement, respectively (as applicable with respect to each Individual Property); together with all and singular the easements, covenants, agreements, rights, privileges, tenements, hereditaments and appurtenances thereunto now or hereafter belonging or appertaining (the "Individual Tract of Land"); (ii) any land lying in the bed of any street, alley, road or avenue (whether open, closed or proposed) within, in front of, behind or otherwise adjoining the Individual Tract of Land or any of it, any award made or to be made as a result of or in lieu of condemnation affecting the Individual Property or any part thereof, and any award for damage to the Individual Property or any part thereof by reason of casualty (all of the foregoing being included within the term "Individual Tract of Land"); (iii) all of the buildings, structures, fixtures, facilities, installations and other improvements of every kind and description now or hereafter in, on, over and under the Individual Tract of Land, including, without limitation, any and all recreational buildings, structures and facilities, plumbing, heating, ventilating, air conditioning, mechanical, electrical and other utility systems, water and sewage treatment plants and facilities (including ▇▇▇▇▇ and septic systems), parking lots and facilities, landscaping, roadways, sidewalks, swimming pools, security devices, signs and light fixtures, which are not owned by tenants under the Individual Property Leases (as such term is hereinafter defined) (collectively, the "Individual Improvements") (the Individual Tract of Land and the Individual Improvements being herein collectively referred to as the "Individual Premises"); (iv) all manufactured homes, recreational vehicles and park model homes, furniture, furnishings, fixtures, equipment, machinery, maintenance vehicles and equipment, tools, parts, recreational equipment, carpeting, window treatments, office supplies and equipment, and other tangible personal property of every kind and description situated in, on, over or under the Individual Premises or used in connection therewith which are not owned by tenants under the Individual Property Leases, together with all replacements and substitutions therefor (together with the items described in Section 1(C)(v) below and the Individual Intangible Personal Property described in Section 1(C)(vi) below, collectively, the "Individual Personal Property"), a substantially complete and accurate itemization of which may be submitted to the Partnership Purchaser pursuant to Section 5(A)(iii) below; (v) all existing surveys, blueprints, drawings, plans and specifications (including, without limitation, structural, HVAC, mechanical and plumbing, water and sewer plans and specifications), construction drawings, soil tests, environmental reports, appraisals, police reports, and other documentation for or with respect to the Individual Property or any part thereof; all available tenant lists and data, correspondence with past, present and prospective tenants, vendors, suppliers, utility companies and other third parties, stationery, brochures, booklets, manuals and promotional, marketing and advertising materials concerning the Individual Property or any part thereof; any declarations, by-laws, minute books and other materials relating to any homeowners' association or similar organization affecting the Individual Property, together with all supporting documentation relating thereto; and such other existing books, records and documents (including, without limitation, those relating to ad valorem taxes and the Individual Property Leases) used in connection with the operation of the Individual Property or any part thereof; (vi) the Individual Property Leases and the Individual Property Service Contracts (as such term is hereinafter defined), and all other intangible personal property used in connection with or arising from the business now or hereafter conducted on or from the Individual Property or any part thereof, including, without limitation, claims, choses in action, lease and other contract rights, names and telephone exchange numbers, reservation and contact lists, software, web sites, goodwill, going-concern value, favorable ratings and recommendations in national, regional and local trade publications and the like (collectively, the "Individual Intangible Personal Property"). A summary of all current leases and other occupancy agreements affecting the Individual Premises or any part thereof (collectively, the "Individual Property Leases," with such summary being hereinafter referred to as the "Individual Property Rent Roll"), including each tenant's name, a description of the space leased, the amount of rent due and the amount of any security deposit paid, the term of each Individual Property Lease, and a description of any right to renew or extend, may be submitted to the Partnership Company pursuant to Section 5(A)(i) below. A list of all employment, union, purchase, service and maintenance agreements, equipment leases and any other agreements, contracts, licenses and permits, including, without limitation, cable television and satellite master antenna television system agreements, affecting or pertaining in any way to the Individual Property or any part thereof (collectively, the "Individual Property Service Contracts") may be submitted to the Partnership Company pursuant to Section 5(A)(ii) below; and (vii) all cash, cash equivalents and inventory, including monies held on account by lenders (the "Cash").