Ownership of the Contributed Entities. Other than for the interests of the Xxxxxx Parties which are to be acquired by the Operating Partnership and the Company on the date hereof, each of PGI and PGLP is the sole owner of the partnership interests of a Contributed Entity contributed by either PGI or PGLP to the Company or the Operating Partnership (the "Contributed Partnership Interests") and has good and valid title to such interests, free and clear of all Liens (as hereinafter defined). The Contributed Partnership Interests have been issued in compliance with the partnership agreements (as then in effect) of the Contributed Entities and were not issued in violation of any federal or state securities laws. There are no rights, subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or to otherwise acquire any securities or obligations of any kind convertible into any partnership interest or other equity interests or profit participation of any kind in the Contributed Entities or the real estate owned by them (the "Properties")(or any part thereof).
Ownership of the Contributed Entities. Other than for the interests of the Xxxxxx Parties which are to be acquired by the Operating Partnership and the Company on the date hereof, each of the Persons identified as an Assignor on Schedule 1 hereto is the sole owner of the partnership interests of a Contributed Entity contributed by it to the Company or the Operating Partnership (the "Contributed Partnership Interests") and has good and valid title to such interests, free and clear of all Liens (subject to the rights and interests of Xxxxxxxxx that are being contributed pursuant to this Agreement). The Contributed Partnership Interests have been issued in compliance with the partnership agreements (as then in effect) of the Contributed Entities and were not issued in violation of any federal or state securities laws. There are no rights, subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or to otherwise acquire any securities or obligations of any kind convertible into any partnership interest or other equity interests or profit participation of any kind in the Contributed Entities or the real estate owned by them (the "Properties")(or any part thereof) which will not be terminated or contributed to the Operating Partnership prior to Closing.
