Agreement to Contribute. Subject to and in accordance with the terms and provisions of this Agreement, Contributor agrees to contribute and convey to GIPLP, and GIPLP agrees to acquire and to accept from Contributor, for the Contribution Amount, all of the following property (collectively, the “Property”):
Agreement to Contribute. Each Member shall contribute to the capital of the LLC at the time and in the manner provided in this Article III and shall undertake on behalf of the LLC the covenants set forth in this Article III.
Agreement to Contribute. Subject to the terms and conditions of this Agreement, at the Closing, Contributors agree to contribute the Contributed Company Stock to Laredo in exchange for the Equity Consideration, as adjusted pursuant to this Agreement. The percentages of the Equity Consideration to be received by each Contributor, as determined in accordance with the Company’s Organizational Documents, are set forth on Annex A. In accordance with the Company’s Organizational Documents and this Agreement, the Equity Consideration allocated to each Contributor shall be adjusted at Closing to reflect the Adjusted Equity Consideration. Laredo, the Company and the Contributor Representative shall cause any adjustment in the percentages of the Equity Consideration as set forth in Annex A to be determined not less than three Business Days before the Closing Date. The Adjusted Equity Consideration shall be paid by Laredo to Contributors at the Closing as set forth in Annex A as so adjusted.
Agreement to Contribute. Subject to the conditions and on the terms contained in this Agreement, HSRE agrees to contribute to HSRE-ESP cash in the amount specified in Section 2.2.3 below and Extra Space agrees to (i) contribute, assign, convey and transfer to HSRE-ESP the ESP Interests, on the terms and conditions set forth in this Agreement and in the Assignment Agreement (as defined in Section 4.2.2.2 below) and (ii) contribute to HSRE-ESP cash in the amount specified in Section 2.2.4 below.
Agreement to Contribute. Contributor agrees to contribute (the “Contribution”) to Contributee, and Contributee agrees to receive from Contributor, subject to all of the terms and conditions of this Agreement, all of Contributor’s right, title and interest in and to those certain residential apartment projects commonly known as (i) “Buena Vista Apartments,” located in Pasadena, Los Angeles County, California, (ii) “Casa de Monterey,” located in Norwalk, Los Angeles County, California, (iii) “Crosswood Park Apartments,” located in Citrus Heights, Sacramento County, California, (iv) “MountainView Apartments,” located in San Dimas, Los Angeles County, California, (v) “Pathfinder Village Apartments,” located in Fremont, Alameda County, California, (vi) “Scotchollow Apartments,” located in San Mateo, San Mateo County, California and (vii) “Towers of Westchester Park Apartments,” located in College Park, Prince George’s County, Maryland, consisting of the following:
Agreement to Contribute. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to contribute, transfer, assign, set over and otherwise convey to the Company, from time to time on or after the Commencement Date, or with respect to any Originator that first becomes a party hereto after the date hereof, commencing on such date as mutually agreed by the parties, but before the Contribution Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:
Agreement to Contribute. Each of the Contributing Parties hereby jointly and severally agrees to: (i) cause the Property Company in which such Contributing Party owns a Property Company Interest to distribute the Contributed Assets owned by such Property Company to the Contributing Parties owning such Property Company Interests in-kind in proportion to their respective Property Company Interests in such Property Company, (ii) contribute to SLC the Contributed Assets received by such Contributing Party in exchange for SLC OP Units as set forth below; (iii) contribute to SLT a portion of the Property Company Interests owned by such Contributing Party in exchange for Cash and SLT OP Units as set forth below; and (iv) contribute to SLT Financing the remaining portion of the Property Company Interests owned by such Contributing Party in exchange for Cash as set forth below.
Agreement to Contribute. Subject to the terms and conditions hereof, on the Closing Date, the Contributors shall assign, transfer and deliver to the Company, and the Company shall acquire from the Contributors, all right, title and interest of the Contributors in and to all of the Assets. The Assets shall be deemed to include: any and all assets owned by the Contributors or any of their subsidiaries or affiliated companies under common control of Chicken Soup for the Soul Holdings, LLC,, including, but not limited to:
Agreement to Contribute. At the Closing (as defined in Section 2.1 hereof) Seller shall contribute, convey, assign, transfer and deliver to PRG, upon and subject to the terms and conditions of this Agreement, an undivided 3.8% interest in all of Included Assets, as defined in Section 1.3 below, in exchange for 2,666 Preferred Units in PRG. The Preferred Units issued to ANCHA at the Closing will have a liquidation preference of $100,000 and will convert into an equal number of Regular Units upon an initial public offering or a sale of substantially all of the business of PRG. The Preferred Units will otherwise be entitled to the same rights and privileges of Regular Units but will not be entitled to participate in any leveraged recapitalization or similar transaction effected by PRG. In the event that, upon an initial public offering in which equity is sold to the public, the value of the equity that would otherwise be exchanged for the Preferred Units held by ANCHA (calculated at the offering price initially paid by the public) is less than $100,000 in the aggregate, PRG will cause the Preferred Units to convert into a number of shares with an aggregate value equal to $100,000 (calculated at the offering price paid by the public). In accordance with PRG's credit agreement with The Bank of New York, as agent, ANCHA will be required to pledge its units (without other recourse) to The Bank of New York, as agent, as additional security for PRG's borrowings under such credit agreement, pursuant to the provisions of Section 13.2 below. Subject to the consent of The Bank of New York, as agent (or of any substitute senior institutional lender), with such conditions as The Bank of New York, as agent, or such substitute senior institutional lender may impose, and provided the conversion to public equity has not occurred, ANCHA will have the right to require PRG to repurchase the Preferred Units commencing three years after their original issuance at the aggregate price of $100,000. PRG will use reasonable best efforts to obtain the consent of The Bank of New York to allow PRG to honor and satisfy the redemption rights described in the immediately preceding sentence. If PRG converts to corporate form, or creates a corporate holding company to hold the interests in PRG, Seller agrees to contribute its Preferred Units to such corporation in exchange for an economically equivalent security of such corporation as reasonably determined by the Board of Directors of the new corporation.
Agreement to Contribute. 1.1 The Contributor agrees to contribute the Project to Sun, and Sun agrees to accept the Project from the Contributor, in accordance with the terms and subject to the conditions hereinafter set forth.
