OP AGREEMENT. Attached as Exhibit E hereto is a true and correct copy of the Operating Partnership Agreement in substantially final form. Section 3.07
OP AGREEMENT. Attached as Exhibit D hereto is a true and complete copy of the A&R OP Agreement of Limited Partnership of the Operating Partnership to be entered into between SCGP, Sub 2 and the REIT on the Closing.
OP AGREEMENT. As of the date hereof, the Operating Partnership has delivered to counsel for Contributor the Partnership Agreement of the Operating Partnership as well as a current draft of the proposed amended and restated OP Agreement, which is in substantially the form in which it will be executed by the parties at the Closing, other than for such changes that may be made after the date hereof that are not disproportionately adverse to Contributor as opposed to other limited partners (including Robert F. Maguire III).
OP AGREEMENT. Attached as Exhibit D hereto is a true and complete copy of the Operating Partnership Agreement.
OP AGREEMENT. Except as otherwise set forth herein, this Listing Note, and the SLP’s rights in respect thereof shall be governed by, and subject to, the terms and conditions of the OP Agreement.
OP AGREEMENT. The OP Agreement shall have been amended and restated in substantially the form of Exhibit D hereto effective as of the Closing Time.
OP AGREEMENT. As of the Effective Date, the Operating Partnership has delivered to each Contributor or each Contributor’s counsel the OP Agreement, which is in substantially the form in which it will be executed by the parties at the Closing, other than for such changes that may be made after the Effective Date that are not disproportionately adverse to one or more Contributors.
OP AGREEMENT. To the extent this Agreement imposes obligations upon the OP or a partner thereof, this Agreement shall be treated as part of the “partnership agreement” of the OP as described in section 761(c) of the Code and sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.
OP AGREEMENT. The agreement of limited partnership of the OP, as amended through the date hereof (the “OP Agreement”), is duly and validly authorized, executed and delivered by the Company and is and will be a valid and binding agreement of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity, and except to the extent that the indemnification and contribution provisions thereof may be limited by federal or state securities laws and public policy considerations in respect thereof.
OP AGREEMENT. The Operating Partnership has furnished to the TCR Representatives a true and complete copy of the OP Agreement, as amended to the Effective Date. The OP Agreement is in full force and effect and has not been further amended. No action has been taken or is pending as of the Effective Date, nor, as of the Closing Date, will have been taken, to amend the OP Agreement (except as required by Section 7.3) or for the termination or dissolution of the Operating Partnership.
