Partnership Amendment. The Partnership Amendment has been duly authorized by the Trust, in its capacity as general partner of the Operating Partnership. The preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion of the Units are as set forth in the Partnership Amendment and none of such provisions is prohibited by, or conflicts with, the laws of the State of Delaware or any other provision of the Partnership Agreement.
Partnership Amendment. In its capacity as general partner of the Operating Partnership, the Trust will duly execute and deliver the Partnership Amendment prior to the Closing Time.
Partnership Amendment. At the Closing Time, the Representative shall have received a copy of the Partnership Amendment, duly executed by the General Partner.
Partnership Amendment. Buyer agrees to enter into any amendment of the Partnership Agreement as may be necessary or appropriate to allow and provide for the purchase and sale contemplated by this Agreement.
Partnership Amendment. The Partnership Amendment has been duly authorized by the Company, in its capacity as general partner of the Operating Partnership, and, on the Closing Date, the Partnership Amendment will have been duly executed and delivered by the Company, in its capacity as general partner of the Operating Partnership, and will constitute a valid, binding and enforceable agreement. The preferences, rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion of the Series H Units are as set forth in the Partnership Amendment and none of such provisions is prohibited by, or conflicts with, the laws of the State of Delaware or any other provision of the Partnership Agreement.
Partnership Amendment. Two (2) counterparts of the Partnership --------------------- Amendment duly executed by REIT OP evidencing the issuance of the Units to Prudential and the admission of Prudential to the Partnership.
Partnership Amendment. 20 IN CONSIDERATION of the covenants herein contained, each of the Transferors named in Schedule 1 attached hereto hereby agrees to contribute to the Partnership, and the Partnership hereby agrees to acquire, the Projects hereinafter described, upon the following terms and conditions.
Partnership Amendment. The REIT and the Transferors have agreed to an amended and restated partnership agreement of the Partnership, the form of which is attached hereto as Exhibit "B," which shall be submitted to all of the partners of the Partnership for approval promptly following the close of Escrow. Immediately following the close of Escrow, the REIT and the Transferors will vote to approve said amended and restated partnership agreement and the REIT will recommend to the limited partners of the Partnership that such limited partners vote to approve said amended and restated partnership agreement, and the Transferors will not transfer Units to their respective constituent partners prior to the approval of said amended and restated partnership agreement. In the event that said amended and restated partnership agreement is not approved by the requisite vote of the partners of the Partnership (including the Transferors) within ten (10) days following the close of Escrow, then the Transferors may elect to rescind this Contribution Agreement and all other agreements between the parties and their affiliates, including but not limited to certain Master Leases and Purchase and Sale Agreements dated concurrently herewith concerning properties owned by persons other than Transferors (but affiliated therewith), and all transactions contemplated hereby and thereby, by written notice delivered to the Partnership within ten (10) days following the expiration of said ten (10) day period.
Partnership Amendment. Seller agrees to enter into any amendment to the Partnership Agreement that may be necessary or appropriate to allow and provide for the sale of its Partnership Interest as contemplated by this Agreement.
Partnership Amendment. If Post determines that it is necessary or desirable to do so, Post may seek consent from its limited partners to an amendment to the Second Amended and Restated Partnership Agreement of Post Apartment Homes, L.P., as amended, as proposed by Post's general partner in good faith to address certain tax considerations arising from the redemption transaction contemplated herein (the "PARTNERSHIP AMENDMENT"). If Post shall not have obtained the necessary consents and approvals of Post's limited partners to the Partnership Amendment, if any, then Post, at Post's election, may deliver to Jupiter written notice that Post is not willing to close the transaction contemplated herein as a redemption (the "AMENDMENT NOTICE"), provided, however, that if Post delivers the Amendment Notice to Jupiter less than five (5) business days prior to the Closing, then the Closing Date shall be extended, if necessary, to a date that is no less than five (5) business days following Jupiter's receipt of the Amendment Notice. Following Jupiter's receipt of the Amendment Notice Jupiter shall have the Cash Option but shall not have the right to close the transaction as contemplated herein as a redemption of the Preferred Units. Accordingly, following Jupiter's receipt of the Amendment Notice, (1) Jupiter shall be treated for all purposes under this Agreement as having failed or being unable, after complying with the requirements of Section 2.4, to purchase the Preferred Units (and as therefore being unable to tender the Preferred Units to Post at Closing as contemplated in this Agreement), (2) Jupiter shall have the same rights and liabilities as are set forth in Section 2.8, and (3) Section 2.7 shall not apply. Jupiter shall have no obligation to close the purchase of the Preferred Units prior to the date on which Post has obtained all necessary consents to and approvals of the Partnership Amendment or has waived such requirement in writing.
