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”):
(a) the Land;
(b) the Improvements;
(c) all of Contributor’s right, title and interest in and to the Leases, any guaranties of the Leases and any Security Deposits;
(d) the Personal Property; and
(e) the Intangible 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. 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. 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 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. 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:
(a) all intellectual property rights of the Contributors therein and all goodwill therein and any and all information, files, correspondence, records, data, plans, reports and recorded knowledge, and all accounting or other books and records of the Contributors in whatever media retained or stored, including computer programs and disks, that in each case relate to any of the Assets (it being understood and agreed that the Contributors shall be entitled to retain copies of the foregoing); provided, however, that nothing herein shall be deemed a transfer or assignment to the name “Chicken Soup for the Soul” or any rights therein, and the only rights Company shall have therein are those set forth in the license agreement between Company and Chicken Soup for the Soul, LLC of even date herewith;
(b) all insurance benefits, including rights and proceeds arising from or relating to the Assets prior to the Closing Date;
(c) all claims of the Contributors against third parties relating to the Assets, whether cxxxxx, inchoate, known or unknown, contingent or non-contingent;
(d) all rights of the Contributors relating to any deposits and prepaid expenses and claims for refunds; and
(e) all ownership of completed Video Content, projects and any and all other rights related thereto or embodied therein.
Agreement to Contribute. Subject to the terms and conditions hereof, at the Closing, Flint shall contribute, assign, transfer and deliver to Semotus, and Semotus shall accept such contribution and acquire from Flint, all right, title and interest of Flint in and to, except for the Excluded Assets, all of its assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, in existence on the date hereof and any additions thereto on or before the Closing Date (such assets, properties and rights, being referred to as the "Assets"), free and clear of all Liens other than Permitted Liens. The Assets shall include Flint's right, title and interest in and to the following assets, properties and rights:
(a) cash, cash equivalents and marketable securities and all rights to any bank accounts;
(b) inventory, including finished goods, supplies, raw materials, work in progress, spare, replacement and component parts, and other inventory property located at, stored on behalf of or in transit to Flint;
(c) deposits, advances, pre-paid expenses and credits;
(d) fixed assets, vehicles, equipment, machinery, tools, furnishings, computer hardware and fixtures;
(e) the Assumed Contracts;
(f) the Leased Real Property and all licenses, permits, approvals, easements and other rights relating thereto;
(g) the goodwill, patents, patent applications, copyrights, copyright applications, methods, know-how, Software, technical documentation, processes, procedures, inventions, trade secrets, trademarks, trade names, service marks, service names, registered user names, technology, research records, data, designs, plans, drawings, manufacturing know-how and formulas, whether patentable or unpatentable, and other intellectual or proprietary rights or property (and all rights thereto and applications therefor), including all Flint Intellectual Property;
(h) the Receivables, the proceeds thereof, and any security therefor;
(i) causes of action, lawsuits, judgments, claims and demands of any nature, whether arising by way of counterclaim or otherwise;
(j) all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights;
(k) all Licenses, including those set forth on Schedule 4.25;
(l) insurance proceeds and insurance awards receivable with respect to any of the Assets which arise from or relate to events occurring prior to or on the Closing Date; and
(m) information, files...
Agreement to Contribute. 1.1 The Contributors agree to contribute the Projects to Sun, and Sun agrees to accept the Projects from the Contributors, in accordance with the terms and subject to the conditions hereinafter set forth.
Agreement to Contribute. 2.1 The Company agrees to contribute the Total Company Contribution to the Works.
2.2 The Company shall pay the Company Contribution to the Public Trust within five (5) business days of this Agreement being executed by both parties. Payment must be credited to BNZ, North End Branch, Wellington 020536-0305865-022 in the name of the Public Trust. Reference Number 7535015TR01.
2.3 The Company Contribution will be held by the Public Trust under a Deposit Facility Agreement that it has with the NZTA and will earn interest which is not less than 50 points below the OCR as set by the Reserve Bank from time to time with interest compounded and added to the Company Contribution quarterly.
2.4 The Total Company Contribution shall be held by Public Trust until the earliest of the following occurs:
(a) the NZTA giving notice to the Company that it has issued a request for tender for the Works to be carried out, in which case the Total Company Contribution shall be released to the NZTA.
(b) The lapsing or cancellation of any consent granted in respect of the Development, in which case the Total Company Contribution shall be refunded to the Company.
(c) Following the District Council’s decision on the Development application and the exhaustion of all rights of appeal, the application is ultimately refused, in which case the Total Company Contribution shall be refunded to the Company.
(d) The passage of seven (7) years from the date of this Agreement without a request for tender for the Works to be carried out having been issued in that time, in which case the Total Company Contribution shall be refunded to the Company.
2.5 The Company acknowledges that payments of the Total Company Contribution by Public Trust will be at the direction of the NZTA only.
2.6 The parties agree that:
(a) Unless and until the requirements in clause 2.4(a) are met:
(i) Neither the Company Contribution nor the Total Company Contribution is receivable by the NZTA; and
(ii) the NZTA has no right to have and will not seek to have, either the Company Contribution or the Total Company Contribution paid to it; and
(b) Until one of paragraphs (b), (c) and (d) of clause 2.4 applies (the NZTA not having given earlier notice under clause 2.4(a)):
(i) Neither the Company Contribution nor the Total Company Contribution is receivable by the Company; and
(ii) The Company has no right to have and will not seek to have, either the Company Contribution or the Total Company Contribution paid to it.
2.7 In consi...
