Limited Partners' Covenant. Each Limited Partner covenants and agrees with the General Partner that all Offered Units tendered to the General Partner in accordance with the exercise of Redemption Rights herein provided shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Offered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax.
Limited Partners' Covenant. Each of the Limited Partners covenants and agrees with the Managing General Partner that all Offered Units tendered to the Managing General Partner or the Partnership, as the case may be, in accordance with the exercise of Rights herein provided shall be delivered free and clear of all Liens and should any Liens exist or arise with respect to such Offered Units, the Managing General Partner or the Partnership, as the case may be, shall be under no obligation to acquire the same unless, in connection with such acquisition, the Managing General Partner has elected to cause the Partnership to pay such portion of the Purchase Price in the form of cash consideration in circumstances where such consideration will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the Partnership is expressly authorized to apply such portion of the Purchase Price as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. In the event any transfer tax is payable by the Limited Partner as a result of a transfer of Partnership Units pursuant to the exercise by a Limited Partner of the Rights, the Limited Partner shall pay such transfer tax.
Limited Partners' Covenant. Each Limited Partner covenants and agrees with the General Partner that all Offered Units tendered to the General Partner in accordance with the exercise of Rights herein provided shall be delivered to the General Partner free and clear of all Liens, and should any Liens exist or arise with respect to such Offered Units, the General Partner shall be under no obligation to acquire the same unless, in connection with such acquisition, the General Partner has elected to pay such portion of the consideration therefor in the form of cash in circumstances where such cash will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the General Partner is expressly authorized to apply such portion of the consideration as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. EXHIBIT J Intentionally Omitted EXHIBIT K Intentionally Omitted EXHIBIT L Intentionally Omitted EXHIBIT M ADDRESSES OF PARTNERS * * * * * * M-1 EXHIBIT N Intentionally Omitted N-1 EXHIBIT O Intentionally Omitted O-1 EXHIBIT P Intentionally Omitted EXHIBIT Q Intentionally Omitted EXHIBIT R LIST OF SERIES Z-1 UNITHOLDERS * * * * * * EXHIBIT S SERIES Z-1 TARGET FFO AMOUNTS * * * * * * EXHIBIT T DESIGNATION OF THE RIGHTS, POWERS, PRIVILEGES, RESTRICTIONS, QUALIFICATIONS AND LIMITATIONS OF THE LTIP UNITS The following are certain additional terms of the LTIP Units:
Limited Partners' Covenant. 11.9 Dividends............................................................
Limited Partners' Covenant. Each Limited Partner covenants and agrees with the Company that all Offered Units tendered to the Company in accordance with the exercise of Rights herein provided shall be delivered to the Company free and clear of all Liens and should any Liens exist or arise with respect to such Units, the Company shall be under no obligation to acquire the same unless, in connection with such acquisition, the Company has elected to pay such portion of the Exchange Consideration in the form of cash consideration in circumstances where such consideration will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the Company is expressly authorized to apply such portion of the Exchange Consideration as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Units to the Company (or its designee), such Limited Partner shall assume and pay such transfer tax.
Limited Partners' Covenant. Each Limited Partner covenants and agrees with the General Partner that all Offered Interests tendered to the General Partner or the Partnership, as the case may be, in accordance with the exercise of Rights herein provided shall be delivered free and clear of all Liens and should any Liens exist or arise with respect to such Offered Interests, the General Partner or the Partnership, as the case may be, shall be under no obligation to acquire or redeem the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Interests to the General Partner, the Partnership or their respective designees, such Limited Partner shall assume and pay such transfer tax. Schedule "B" Exhibit C Form of Exercise Notice Pursuant to Article XI, Section I 1.1 of the Agreement of Limited Partnership of American Real Estate Investment, L.P. a Delaware limited partnership (the "Partnership"), the undersigned hereby irrevocably elects to exercise the Conversion Right with respect to _____% Partnership Interests in the Partnership (the "Offered Interests") and requests that (i) if the General Partner elects to cause the Offered Interests to be converted into Shares, certificates for the Purchase Price be issued in the name of _______________ (social security number _______________, and (ii) if the General Partner elects to cause the Offered Interests to be converted into cash, such cash amount be sent to the address set forth below. All terms used herein not otherwise defined shall be defined as set forth in the aforesaid Agreement of Limited Partnership. Dated: -------------------- -------------------------------------------- (signature) Signature Guaranteed: Address:
Limited Partners' Covenant. Each of the Limited Partners covenants and agrees with the Managing General Partner that all Offered Units tendered to the Managing General Partner or the Partnership, as the case may be, in accordance with the exercise of Rights herein provided shall be delivered free and clear of all Liens and should any Liens exist or arise with respect to such Offered Units, the Managing General Partner or the Partnership, as the case may be, shall be under no obligation to acquire the same unless, in connection with such acquisition, the Managing General Partner has elected to cause the Partnership to pay such portion of the 50 55 Purchase Price in the form of cash consideration in circumstances where such consideration will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the Partnership is expressly authorized to apply such portion of the Purchase Price as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. In the event any transfer tax is payable by the Limited Partner as a result of a transfer of Partnership Units pursuant to the exercise by a Limited Partner of the Rights, the Limited Partner shall pay such transfer tax.
Limited Partners' Covenant. Each Limited Partner covenants and agrees -------------------------- with TCT that all Units (and the related portion of such Limited Partner's Partnership Interest) converted hereunder shall be delivered to TCT free and clear of all liens, and should any Liens exist or arise with respect to such Units or Partnership Interests, TCT shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Units and Partnership Interest to TCT (or its designee), such Limited Partner shall assume and pay such transfer tax.
Limited Partners' Covenant. Each Limited Partner covenants and agrees with the Partnership that all Offered Interests tendered to the Partnership in accordance with the exercise of Rights of Redemption herein provided shall be delivered to the Partnership free and clear of all Liens and should any Liens exist or arise with respect to such Offered Interests, the Partnership shall be under no obligation to acquire the same unless, in connection with such acquisition, the Partnership has elected to pay such portion of the Redemption Price in the form of cash consideration in circumstances where such consideration will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of such consideration and the Partnership is expressly authorized to apply such portion of the Redemption Price as may be necessary to satisfy any indebtedness in full and to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the Redemption of its Offered Interests by the Partnership (or its designee), such Limited Partner shall assume and pay such transfer tax. SCHEDULE 1 ELECTION NOTICE To: [Exercising Partner] Re: Election Notice This notice is being given pursuant to Paragraph 6 of Exhibit B to Amendment No. 4 to Limited Partnership Agreement of Washington Prime Group, L.P., dated as of January 13, 2015, as amended from time to time. Capitalized terms are used herein as therein defined. The Redemption Price for the Offered Interests is $ . The Redemption Price will be paid in the form of [specify number of Shares and/or specify amount of cash]. The Redemption Price has been computed as follows: Very truly yours, WASHINGTON PRIME GROUP, L.P. By: WASHINGTON PRIME GROUP INC., General Partner By: Title:
Limited Partners' Covenant. Each Limited Partner covenants and agrees with the Partnership and the General Partner, acting in its individual legal capacity, as the case may be, that all Offered Units tendered in accordance with the exercise of Redemption Rights herein provided shall be delivered free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Offered Units, the Partnership and the General Partner, acting in its individual legal capacity, as the case may be, shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Units, such Limited Partner shall assume and pay such transfer tax.
