Asset Contribution. The Company will invest the sum of $2,200,000 in assets. This sum will be reflected in the new real property tax assessment value for Multnomah County. The PDC and the Company agree that the Net Tax Effect of the project is estimated at $121,294.
Asset Contribution. The SCO will, and will cause each of the other Contributing Companies to, take all actions and sign and deliver any and all instruments and documents (including Bills of Transfer for each relevant jurisdiction) reasonably necessary or appropriate to fully effect and perfect the transfer to Newco of any and all of the Contributed Stock and Contributed Assets held by either of them and any Contributed Contracts to which they are a party.
Asset Contribution. The Asset Contribution shall have been consummated pursuant to the Transaction Agreement, and no material provision of the Transaction Agreement shall have been amended, supplemented, waived or otherwise modified without the prior written consent of the Agents. The Agents shall be reasonably satisfied with the aggregate amount of fees and expenses payable by the Borrower and its Subsidiaries in connection with the transactions contemplated hereby and by the Transaction Documents.
Asset Contribution. The Contributing Companies will take all ------------------ actions and will sign and deliver any and all instruments and documents (including the Xxxx of Transfer) reasonably necessary or appropriate to fully effect and perfect the transfer to Newco (or if Newco so elects, any applicable Newco Subsidiary) of any and all of the Contributed Stock and Assets held by either of them and any Contributed Contracts to which they are a Party. This Section 1.4(c) shall survive Closing for two years.
Asset Contribution i. The following assets and depots shall be contributed by the respective Authorities and have a rental value assigned to them based on the terms of the lease granted for that depot by the relevant Authority to the Service Provider. That value shall be determined by an independent valuer, approved by the Authorities, and the methodology and approach to undertaking the valuation shall be agreed by the Authorities. The total of all such values shall be borne by the Authorities in accordance with their Partnership Share and shall be included in the Annual Budget and payable in accordance with clause 32. Mill Road Depot, Mill Road, Esher, Surrey (Elmbridge) Xxxxxxx Xxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxxxx (Mole Valley) 00x Xxxxxxxx Xxx Depot, Monument Way East, Woking, Surrey (Woking) 00 Xxxxx Xxxx, Camberley, Surrey (Surrey Heath)
ii. In providing such an Asset, the providing Authority shall, and warrants and represents for the benefit of the other Authorities the same, that the Asset is provided in a statutorily compliant condition. Any costs incurred by the providing Authority to satisfy this obligation are the liability of the providing of the Authority.
iii. Should the providing Authority wish to, or be requested to, make further capital investments or other improvements to its Asset, the proposed improvement or capital investment must be evidenced by a clear business case demonstrating the benefits for the Authorities under the Joint Contract and approved by the Contract Partnering Board. If approved, the providing Authority shall fund the costs of such improvements, but shall have the right to charge the financing costs to the Authorities at 2.5% over its cost of funding (as at the date the funding is first drawn down) and shall be recharged to the Authorities using the Partnership Share for the term of the lifetime of the improvement
iv. Should the providing Authority wish to withdraw an Asset in accordance with the provisions of the Joint Contract, it shall reprovide an alternative Asset (which may be in partnership with another Authority), unless otherwise agreed by the Contract Partnering Board.
Asset Contribution. Seagate will take all actions and will ------------------ sign and deliver any and all instruments and documents (including the Xxxx of Transfer) reasonably necessary or appropriate to fully effect and perfect the transfer to Newco (or if Newco so elects, any applicable Newco Subsidiary) of any and all of the Contributed Stock and Assets held by it and any Contributed Contracts to which it is a Party. This Section 1.4(c) shall survive Closing for two years.
Asset Contribution. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Asset Contributor shall, pursuant to the Assignments, contribute, transfer, assign and convey to Holdings all right, title and interest in and to the to the Contributed Assets held by such Asset Contributor as set forth opposite such Asset Contributor’s name on Exhibit C hereto, in each case free and clear of all Liens (other than Permitted Liens), in exchange for (a) an amount of cash equal to the product of such Asset Contributor’s Interest Percentage and the net proceeds (after the underwriting discount and structuring fee incurred by the MLP or the other Parties to this Agreement in connection therewith) received by the MLP in connection with the issuance of the Firm Units, (b) the issuance by the MLP of a number of Common Units equal to the product of such Asset Contributor’s Interest Percentage and the aggregate number of Common Units issued to all Contributing Parties as set forth in the Final Prospectus at the Closing, (c) the right to receive the Deferred Issuance and Distribution and (d) the agreement by Holdings to assume and pay (or cause to be assumed and paid) the Assumed Liabilities, and Holdings shall receive, acquire and accept such Contributed Assets.
Asset Contribution. 2 SECTION 1.3
Asset Contribution. (a) At least ten (10) days prior to the Closing Parent shall form or cause to be formed a new corporation organized under the laws of the State of Delaware which shall be a wholly-owned Subsidiary of Parent (“New Sub”). Without limiting the generality of the foregoing, Parent shall own all of the outstanding Equity Interests of New Sub (which ownership shall be evidenced to the Company by virtue of customary supporting documentation including without limitation the Articles of Incorporation of New Sub and written consents of the Board of New Sub and such other supporting documentation as may be reasonably requested by the Company) free and clear of Liens other than Permitted Liens. New Sub shall be organized and maintained through and including the Effective Time such that it shall have no Subsidiaries and does not otherwise own any Equity Interests in any Person. Further, through and including the Effective Time New Sub shall not have (i) been engaged in any activity or entered into any Contract, other than such actions incident to (A) its organization and (B) the preparation and execution of the Asset Contribution (as defined below) or (ii) had any operations or generated any revenues or incurred any liabilities other than those incurred in connection with the preparation and execution of the Asset Contribution. Parent shall cause the directors and officers of New Sub to be the individuals specified in Section 6.18 of the Company Disclosure Letter (as such provision of the Company Disclosure Letter may be amended by the Company from time to time prior to the Effective Date upon written notice to Parent), in each case, immediately prior to the Effective Time and from and after the Effective Time until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the certificate of incorporation and bylaws of New Sub.
(b) Automatically as of the Effective Time without any further actions required of the Parties hereto, Parent contributes, assigns, transfers and conveys to New Sub all of the Parent Assets free and clear of Liens other than Permitted Liens, and causes New Sub to assume of the Parent Liabilities to the full extent Parent had been, prior to the Effective Time, or would have been in the future, obligated to pay, perform and discharge the Parent Liabilities but for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereun...
Asset Contribution. The Asset Contribution shall have been consummated as of the Closing Date in accordance with the terms of Section 6.18.
