Operating Partnership Interests. The Advisor has made a capital contribution of $1,000 to the Operating Partnership in exchange for OP Units. In addition, an Affiliate of the Advisor has made a capital contribution of $1,000 to the Operating Partnership in exchange for Special OP Units. The Special OP Units shall be entitled to the distributions provided for, and shall be subject to redemption by the Operating Partnership, in accordance with the terms of the Operating Partnership Agreement. To the extent distributions to the Special OP Units are not paid from net sales proceeds, such amounts will count against the limit on Operating Expenses.
Operating Partnership Interests. The Sponsor has made a capital contribution of $1,000 to the Operating Partnership in exchange for OP Units constituting a separate series of limited partnership interests (the “Special OP Units”). Upon the earliest to occur of the termination or nonrenewal of this Agreement for Cause, a Termination Event, or a Liquidity Event, all of the Special OP Units shall be redeemed by the Operating Partnership in accordance with the terms of the Operating Partnership Agreement.
Operating Partnership Interests. The Advisor has made a capital contribution of $200,000 to the Operating Partnership in exchange for OP Units, which it subsequently exchanged for 20,000 shares of common stock of the Corporation. The Sponsor or an Affiliate of the Sponsor has made a capital contribution of $1,000 to the Operating Partnership in exchange for OP Units constituting a separate series of limited partnership interests (the “Special OP Units”). Upon the earliest to occur of the termination or nonrenewal of this Agreement for Cause, a Termination Event, or a Liquidity Event, all of the Special OP Units shall be redeemed by the Operating Partnership in accordance with the terms of the Operating Partnership Agreement.
Operating Partnership Interests. In addition, an Affiliate of NSAM and RXR Realty LLC has made a capital contribution of $1,000 to the Operating Partnership in exchange for Special OP Units. The Special OP Units shall be entitled to the distributions provided for, and shall be subject to redemption by the Operating Partnership, in accordance with the terms of the Operating Partnership Agreement.
Operating Partnership Interests. An Affiliate of the Advisor has been issued one Class B limited partnership interest in the Operating Partnership (the “Class B Interest”). The holder of the Class B Interest is entitled to distributions as set forth in the Operating Partnership Agreement of the Operating Partnership. The Class B Interest is subject to redemption in the event of termination of this Agreement as described in the Operating Partnership Agreement of the Operating Partnership.
Operating Partnership Interests. The Advisor will make a capital contribution of $200,000 to the Operating Partnership in exchange for OP Units. An affiliate of the Advisor also will be issued OP Units constituting a separate series of limited partnership interests (the "Special OP Units"). The holder of the Special OP Units will be entitled to distributions from the Operating Partnership in an amount equal to 15% of the Net Sales Proceeds after the holders of regular partnership interests have received cumulative distributions from the Operating Partnership from operating income, sales proceeds or other sources equal to their capital contributions to the Operating Partnership plus a 7% cumulative, noncompounded annualized return thereon. Upon the earliest to occur of the termination of this Agreement for Cause, a Termination Event or the Listing, all of the Special OP Units shall be redeemed by the Operation Partnership. In the case of redemption upon a Termination Event or the Listing, the Special OP Units shall be redeemed for an aggregate amount equal to the Net Sales Proceeds that would have been distributed to the holders of Special OP Units in accordance with the preceding sentence if a transaction within the meaning of clause (E) of the definition of Sale had occurred on such date, all assets of the Operating Partnership had been sold for their fair market value and all liabilities of the Operating Partnership had been satisfied in full according to their terms. In determining the fair market value of the assets of the Operating Partnership, (i) in connection with a Termination Event, the Company shall obtain an appraisal of the properties of the Operating Partnership and (ii) in connection with the Listing, the Company shall make such determination taking into account the market value of the Company's listed Shares based upon the average closing price, or average of bid and asked prices, as the case may be, during a period of 30 days during which such Shares are traded beginning 180 days after the Listing. If the Agreement is terminated or not renewed by the Company for Cause, the Special OP Units shall be redeemed by the Operating Partnership for $1. The Operating Partnership will redeem the Special OP Units for cash. There shall be a corresponding allocation of profits of the Operating Partnership made to the holder of the Special OP Units in connection with the amounts payable hereunder and such amounts will be payable only out of profits of the Operating Partnership.
Operating Partnership Interests. An Affiliate of the Advisor has made a capital contribution of $1,000 to the Operating Partnership in exchange for a special class of limited partnership interests (the “Special OP Units”). Upon the earliest to occur of the termination of this Agreement for Cause, a Termination Event or a Listing, all of the Special OP Units shall be redeemed by the Operating Partnership in accordance with the terms of the Operating Partnership Agreement.
Operating Partnership Interests. The OP Units conform in all material respects to the description thereof contained in the General Disclosure Package. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any OP Units or other ownership interests of the Operating Partnership, other than those described in the Registration Statement, the General Disclosure Package and the Prospectus. The OP Units to be issued in the Formation Transactions have been duly authorized for issuance by the Operating Partnership to the holders thereof and, at the Closing Date, will be validly issued and fully paid. All OP Units issued in connection with the Formation Transactions were or will be issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws. The aggregate ownership percentage of the Company and the General Partner of the OP Units at the Closing Date will be as set forth in the Registration Statement, the General Disclosure Package and the Prospectus; provided, that to the extent that any portion of the option to purchase Option Securities described in Section 2(b) hereof is exercised prior to the Closing Date, the ownership percentage of the Company and the General Partner will be adjusted accordingly.
Operating Partnership Interests. The Corporation has made a capital contribution of $1,000 to the Operating Partnership in exchange for general partnership interests in the Operating Partnership. The Advisor has made a capital contribution of (i) $200,000 to the Operating Partnership in exchange for OP Units and (ii) $1,000 to the Operating Partnership in exchange for Advisor OP Units. Upon the earliest to occur of the termination or nonrenewal of this Agreement for Cause, a Termination Event or a Listing, all of the Advisor OP Units shall be redeemed (or, in connection with a Listing, converted to OP Units at the election of the holder of the Advisor OP Units) by the Operating Partnership in accordance with the terms of the Operating Partnership Agreement. If the holder of the Advisor OP Units elects to convert the Advisor OP Units into OP Units in connection with a Listing, the holder of the Advisor OP Units shall retain the right to have its OP Units redeemed in accordance with the terms of the Operating Partnership Agreement. In addition to the rights set forth in this Section 9(e) with respect to the Advisor OP Units and the OP Units, the Advisor shall be entitled all distributions on such Advisor OP Units and OP Units in accordance with the Operating Partnership Agreement for so long as it holds such Advisor OP Units and/or OP Units.
Operating Partnership Interests. The Company undertakes to use its commercially reasonable efforts to cause the Operating Partnership to issue to the Advisor or one of its Affiliates Special OP Units in exchange for a capital contribution of $1,000, within 60 days of the Effective Date. Upon the earliest to occur of the termination of this Agreement for Cause, a Termination Event or a Listing, all of the Special OP Units shall be redeemed by the Operating Partnership in accordance with the terms of the Operating Partnership Agreement. Should the Company be unable to effect the issuance of the Special OP Units for any reason, including, without limitation, as a result of the failure to receive any necessary approvals related to such issuance, the Company shall pay the Advisor an incentive fee in cash pursuant to this Section 9(g) in an amount equal to the amount that the Advisor would have received had it been issued the Special OP Units on the dates that such amount would have been paid pursuant to the terms of the Special OP Units.
