Common use of Retained Interests Clause in Contracts

Retained Interests. (a) Upon the contribution of the Contributed Interests to FWRLP at the First Closing, the Contributors holding the Retained Interests (the "Retained Partners") and FWRLP (and any other party designated by FWRLP to hold an interest in the Partnership) shall enter into an amended and restated limited partnership agreement (the "Amended Partnership Agreement") for the Partnership containing such terms and conditions as are mutually agreeable to FWRLP and the Retained Partners. The Amended Partnership Agreement shall provide that (i) FWRLP is the general partner of the Partnership and shall have exclusive authority to manage the Property and the Partnership, including without limitation the expenditure of Partnership funds and the distribution of cash flow, (ii) the Retained Partners shall be limited partners and shall have no personal liability for any debts, obligations or claims of the Partnership, (iii) the Retained Partners shall, in the aggregate, have a capital interest in the Partnership equal to 11% of the aggregate capital of the Partnership (which aggregate capital of the Partnership shall equal the Net Asset Value), and (iv) the Retained Partners shall be entitled to a cumulative 9% priority return on their capital interest in the Partnership (the "Priority Return"). The Retained Partners shall retain full right, title and interest in and to the Retained Interests until the Second Closing. (b) At the Second Closing, the Retained Partners will contribute the Retained Interests to FWRLP and, in exchange therefor, FWRLP will issue to the Retained Partners an aggregate amount of Units calculated as follows: 11% times the Net Asset Value of the Property, divided by the Unit Price. If, as of the Second Closing, the Retained Partners have not received the full amount of the Priority Return accrued through the Second Closing Date, FWRLP shall take such actions as may be required to cause the Partnership to pay to the Retained Partners the unpaid amount of the Priority Return accrued through the Second Closing (including contributing or advancing such funds to the Partnership if necessary). (c) At the Second Closing, the Retained Partners shall (i) execute, acknowledge and deliver to FWRLP substantially the same documents set forth in Section 10(a), (b), (c)(iii) and (m) above with respect to the Retained Interests, each dated as of the date of the Second Closing and (ii) execute an affidavit setting forth that all of the representations and warranties set forth in Section 5 (including without limitation subsection 5(d) relating to securities law matters) relating to the Retained Interests are true and correct in all material respects on the date of the Second Closing.

Retained Interests. (a) Upon the contribution of the Contributed Transferred Interests to FWRLP Buyer at the First Closing, the Contributors Sellers holding the Retained Interests (the "Retained Partners") and FWRLP Buyer (and any other party designated by FWRLP Buyer to hold an interest in the Partnership) shall enter into an amended and restated limited partnership agreement (the "Amended Partnership Agreement"') for the Partnership containing such terms and conditions as are mutually agreeable to FWRLP Buyer and the Retained Partners. The Amended Partnership Agreement shall provide that (i) FWRLP Buyer (or Buyer's designee) is the general partner of the Partnership and shall have exclusive authority to manage the Property and the Partnership, including without limitation the expenditure of Partnership funds and the distribution of cash flow, (ii) the Retained Partners shall be limited partners and shall have no personal liability for any debts, obligations or claims of the Partnership, and (iii) the Retained Partners shall, in the aggregate, have a capital interest in the Partnership equal to 11% of the aggregate capital of the Partnership (which aggregate capital of the Partnership shall equal the Net Asset ValuePurchase Price), and (iv) the Retained Partners shall be entitled to a cumulative 9% eleven (11%) priority return on their his capital interest in the Partnership (the "Priority Return"). The Retained Partners shall retain full right, title and interest in and to the Retained Interests until the Second ClosingClosing and shall not transfer or hypothecate the Retained Interests without the prior written consent of the Buyer. (b) At the Second Closing, the Retained Partners will contribute the Retained Interests to FWRLP Buyer and, in exchange therefor, FWRLP will issue Buyer shall pay to the Retained Partners an aggregate amount of Units calculated as follows: equal to 11% times the Net Asset Value Purchase Price of the Property, divided by the Unit Price. If, as of the Second Closing, the Retained Partners have not received the full amount of the Priority Return accrued through the Second Closing Date, FWRLP Buyer shall take such actions as may be required to cause the Partnership to pay to the Retained Partners the unpaid amount of the Priority Return accrued through the Second Closing (including contributing or advancing such funds to the Partnership if necessary). (c) At the Second Closing, the Retained Partners Partner's shall (i) execute, acknowledge and deliver to FWRLP Buyer substantially the same documents set forth in Section 10(a), (b), (c)(iii11(a) and (mb) above with respect to the Retained Interests, each dated as of the date of the Second Closing and (ii) execute an affidavit setting forth that all of the representations and warranties set forth in Section 5 (including without limitation subsection 5(d) relating to securities law matters) 6 relating to the Retained Interests are true and correct in all material respects on the date of the Second Closing.