Common use of Transfer of Stock of Borrower Corporate Clause in Contracts

Transfer of Stock of Borrower Corporate. General Partner and Assignment of Partnership Interest in Borrower Partnership. Prior to Closing, the Transferor Agent, on behalf of the Transferor Partnership and pursuant to the power of attorney granted to it under Section 19.04, shall transfer all of the issued and outstanding stock in the Borrower Corporate General Partner to the Transferor Agent. Immediately prior to Closing, (i) the Transferor Agent shall cause the Borrower Corporate General Partner to assign its Borrower General Partnership Interest in the Borrower Partnership to a limited liability company formed by the BRI Partnership, all of the membership interests in which shall be owned by the BRI Partnership or an affiliate thereof (the "Borrower LLC General Partner") and (ii) the Transferor Agent shall cause the Borrower Corporate General Partner to withdraw as a general partner of the Borrower Partnership, such that, at Closing, the Borrower Partnership shall validly exist as a Maryland general partnership, having as its sole general partners the Transferor Partnership and the Borrower LLC General Partner, each of which shall hold a 50% general partnership interest in the Borrower Partnership.

Appears in 8 contracts

Samples: Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De), Contribution Agreement (Berkshire Realty Co Inc /De)

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