The Operating Partnership. To induce the Advisor to enter into this Advisory Agreement, the Operating Partnership hereby represents and warrants that:
The Operating Partnership. The Operating Partnership is and has been at all times classified as a partnership or disregarded entity, and not as an association or partnership taxable as a corporation, for federal income tax purposes.
The Operating Partnership. The Company intends to operate its business through the Operating Partnership. The Company will own a number of units of limited partnership interest in the Operating Partnership designated as Common Shares pursuant to the Operating Partnership Agreement equal to the number of Common Shares of the Company outstanding at any time. In the event that the Company issues Shares, the Company shall contribute the net proceeds raised in connection with such issuance to the Operating Partnership and receive a number of units of limited partnership interest in the Operating Partnership equal to the number of Shares issued by the Company with designations, preferences and other rights, all such that the economic interests of such units of limited partnership interest in the Operating Partnership shall be substantially similar to the designations, preferences and other rights of the Shares so issued by the Company.
The Operating Partnership. Within 3 business days after the Effective Date, the Contributor shall (i) deliver to the Operating Partnership due diligence documents as requested by the Operating Partnership in writing prior to the Effective Date (the “Due Diligence Documents”). The Operating Partnership shall have until 11:59 pm EST on the date which is 30 days following the later of (i) the Effective Date or (ii) the date which the Operating Partnership receives all Due Diligence Documents (the “Due Diligence Period”) to review the Due Diligence Documents. During the Due Diligence Period, the Operating Partnership may cancel this Agreement for any reason or no reason by delivering a cancellation notice to the Contributor and Closing Agent on or before the expiration of the Due Diligence Period and the Xxxxxxx Money shall be immediately returned in full to the Operating Partnership and neither party shall have any further duties or obligations to the other hereunder (except for any obligation expressly surviving the termination of this Agreement). If the Operating Partnership does not notify the Contributor and Closing Agent in writing, signed only by Xxxxxx X. Xxxxxx or Xxxxx X. Xxxxxx, on or before the expiration of the Due Diligence Period that the Operating Partnership is satisfied with the Due Diligence Documents (the “Satisfaction Notice”), the Operating Partnership will be deemed to have exercised its right of termination and this Agreement will terminate and the Xxxxxxx Money shall be immediately returned in full to the Operating Partnership and neither party shall have any further duties or obligations hereunder (except for any obligation expressly surviving the termination of this Agreement). Notwithstanding anything herein to the contrary, if, after the end of the Due Diligence Period, any new matters arise which were not disclosed in the Due Diligence Documents and such matters materially or adversely affect the Property or render incomplete or inaccurate any of the Due Diligence Documents or if any new matters appear on updates to the Preliminary Title Report (an “Adverse Change”), the Operating Partnership shall have 5 business days from notice of the Adverse Change (the “Adverse Change Review Period”) to review and to accept or reject the Adverse Change. The Operating Partnership may cancel this Agreement during the Adverse Change Review Period if any Adverse Change is not acceptable to the Operating Partnership. If this Agreement is so terminated, the Xxxxxxx Money...
The Operating Partnership. S TRANSFER OF THE REAL PROPERTY TO THE SUBSIDIARY TRUST AND TRANSFER OF THE SUBSIDIARY TRUST TO THE PARTNERSHIP AND FFPMC
The Operating Partnership. Each of the REIT and the Operating Partnership hereby represents and warrants to each Contributor, severally as to itself, as follows:
The Operating Partnership. The GC Net Lease REIT Operating Partnership, L.P. By: The GC Net Lease REIT, Inc., Its General Partner By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, President CONTRIBUTORS: Plainfield Acquisitions, LLC By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, Managing Member /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Xxx X. Pescara Don G. Pescara Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx EXHIBIT A SCHEDULE OF MEMBERS PERCENTAGE OWNERSHIP INTERESTS TO BE CONTRIBUTED Member % Ownership Interest in Plainfield Partners to be Contributed to the Operating Partnership Plainfield Acquisitions, LLC 1.0% Xxxxx X. Xxxxxxx 74.0% Xxxx X. Pescara 17.5% Xxxxx X. Xxxxxx 7.5% Total 100.0% EXHIBIT B FORM OF ASSIGNMENT AGREEMENT
The Operating Partnership. The Operating Partnership hereby represents and warrants that:
The Operating Partnership. The GC Net Lease REIT Operating Partnership, L.P. By: The GC Net Lease REIT, Inc., Its General Partner By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, President
The Operating Partnership. It shall be a condition precedent to Xxxxxx'x and Penn Square's obligations under this Agreement that at Closing (or such other times as may be specified below) the Operating Partnership shall have delivered or caused to be delivered to Xxxxxx the following, each in form and substance reasonably acceptable to Xxxxxx and its counsel and in addition to the deliveries required under the Master Investment Agreement:
