CONTRIBUTOR Clause Samples
CONTRIBUTOR. 6055 Primacy CIV LLC, a Delaware limited liability company By: Priam Venture Funds II, LP, as Manager By: Priam Investors GP, LLC, its general partner By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory Priam Office Properties OP LP, a Delaware limited partnership By: Priam Properties Inc., its general partner By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Priam Properties Inc., a Maryland corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer Priam Capital GP, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Person Priam Investors GP, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Person By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Person 6055 Primacy CIV LLC 6055 Primacy, LLC 6.25 % Primacy II 11,015 0
CONTRIBUTOR. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇
CONTRIBUTOR. The ▇▇▇▇▇▇ ▇▇▇▇ Company, a District of Columbia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ---------------------------------------------------- Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title:President ACQUIRER: Columbia Equity, LP, a Virginia limited partnership By:Columbia Equity Trust, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, III ------------------------------------------------- Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, III Title: Chairman and Chief Executive Officer EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT The ▇▇▇▇▇▇ ▇▇▇▇ Company, a District of Columbia corporation ("Assignor"), for good and valuable consideration paid to the Assignor by Columbia Equity, LP, a [___________________] ("Assignee"), pursuant to the Contribution Agreement dated as of ____________, 2005, by and between Assignor and Assignee (the "Agreement") and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, does hereby sell, assign, transfer, convey and deliver to the Assignee, its successors and assigns, good and indefeasible title to the Membership Interest, free and clear of all liens, encumbrances, security interests, prior assignments, voting agreements, conditions, restrictions, pledges, claims, and other matters affecting title thereto, subject to the ▇▇▇▇ Atrium Operating Agreement. Assignee does hereby accept the foregoing Assignment and assumes and agrees to be responsible for all liabilities and obligations under the ▇▇▇▇ Atrium Operating Agreement from and after the date hereof relating to the Membership Interest. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
CONTRIBUTOR. The Contributor is a Shareholder in the ----------- Company, and the Contributor's Shares in the Company are owned free and clear of all Liens, other than any liens in favor of the Company arising under the Limited Liability Company Agreement, provided that, the Contributor may pledge any or all of its Shares to the Collateral Agent under the Credit Agreement.
CONTRIBUTOR. C▇▇▇ Capital Real Estate Investment, LLC, a Virginia limited liability company
CONTRIBUTOR. Not less than five (5) business days prior to the Closing Date, Contributor shall deliver to Acquiror a copy of each of the following items (the original of each to be executed if necessary and delivered to Acquiror at the Closing):
(a) the Deeds, in form and substance reasonably satisfactory to Acquiror, subject only to the Permitted Exceptions, sufficient to transfer and convey to Acquiror or Acquiror's designee fee simple title to the Properties as required by this Agreement;
(b) a general warranty ▇▇▇▇ of sale, in form and substance reasonably satisfactory to Acquiror, sufficient to transfer to Acquiror or Acquiror's designee title to the tangible Personal Property and containing appropriate warranties of title and condition as required by this Agreement;
(c) a letter advising tenants under the Leases of the change in ownership of the Properties and directing them to pay rent to Acquiror or as Acquiror may direct, in form and substance reasonably satisfactory to Contributor;
(d) any and all affidavits, certificates or other documents required by the Title Insurer in order to cause it to issue at the Closing an Owner's Title Insurance Policy for each of the Properties (or marked-up commitment therefor) in the form and condition required by this Agreement (it being understood that Contributor will provide any certificates or undertakings required in order to induce the Title Insurer to insure over any "gap" period resulting from any delay in recording of documents or later-dating the title insurance file);
(e) an assignment and assumption, in form and substance reasonably satisfactory to Acquiror, of the Leases (the "Assignment of Leases") (including an updated Rent Roll certified by Contributor as of the Closing Date as being true, accurate and complete and all security deposits thereunder), and an assignment, in form and substance reasonably satisfactory to Acquiror, of those Service Contracts that Acquiror elects to assume (the "Assignment of Service Contracts");
(f) all of the original Leases, all written Service Contracts assigned to Acquiror, and any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, blueprints, specifications, drawings and other documentation concerning the Properties and in the possession or control of Contributor;
(g) an assignment, in form and substance reasonably satisfactory to Acquiror, pursuant to which Contributor transfers all items of intangibl...
CONTRIBUTOR. WICHITA EAST RESIDENCE ASSOCIATES, L.P., a Kansas limited partnership By /s/ Jack ▇. ▇▇▇▇▇▇ ---------------------------------------- Jack ▇. ▇▇▇▇▇▇, ▇▇neral Partner ACQUIROR: -------- INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership By: Innkeepers Financial Corporation, a Virginia Corporation, its sole general partner By: /s/ Jeff▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------- Name: Jeff▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ Title: President ---------------------------- REIT: ---- INNKEEPERS USA TRUST, a Maryland Real Estate Investment Trust By: /s/ Jeff▇▇▇ ▇. ▇▇▇▇▇▇ --------------------------------------- Name: Jeff▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------------------- Title: Chairman of the Board and President ------------------------------------
CONTRIBUTOR. Contributor shall be assigned to and acknowledged by the EVRoaming Board as one of the classes of contributors as included in the articles of association of the Foundation (the “Articles”). Contributor shall appoint a designated contact to represent Contributor in Foundation matters. The initial contact will be as indicated in the signature block to this Agreement. Contributor may change such designated representative from time to time upon written notice to the Foundation.
CONTRIBUTOR. Contributor represents and warrants to Acquiror that the following matters are substantially true in all material respects as of the Contract Date and shall be substantially true in all material respects as of the Closing Date.
CONTRIBUTOR. NORTHERN NEW MEXICO PROPERTIES, LLC, a New Mexico limited liability company By: ▇▇▇▇▇ ▇▇▇▇▇, Member By: ▇▇▇ ▇▇▇▇▇▇▇▇▇, Member /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Member AMERICAN HOUSING INCOME TRUST, INC., a Maryland corporation By: ▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer and President