CONTEMPLATED INITIAL CONTRIBUTED AND/OR DISTRIBUTED ASSETS Sample Clauses

CONTEMPLATED INITIAL CONTRIBUTED AND/OR DISTRIBUTED ASSETS. RHD Inc., Dex East and Dex West intend to contribute or have contributed the following assets to Servicer:
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CONTEMPLATED INITIAL CONTRIBUTED AND/OR DISTRIBUTED ASSETS. RHD Inc., Dex East and Dex West intend to contribute or have contributed the following assets to Servicer: Asset Category Asset Description Developed Software Internally developed or enhanced software applications, including, for example, Oracle (full suite of modules - e.g., human resources, accounts payable, payroll, procurement and general ledger), BIW Insight (marketing) and Prepsmart (sales management) Buildings & Leasehold Improvements Includes building renovations, cabling, bathroom fixtures, etc., for leased properties occupied by shared employees Furniture and Fixtures Includes cubicles, desks, chairs, file cabinets, etc., used by shared employees Computer Equipment Includes servers, desktops, laptops, etc., used by shared employees Machinery and Equipment Includes copiers, printers, scanners, NetJets lease, telephone equipment, etc., used by shared employees
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CONTEMPLATED INITIAL CONTRIBUTED AND/OR DISTRIBUTED ASSETS. [To be completed] EXHIBIT F FORM OF NEWCO SUBORDINATED GUARANTEE [AND COLLATERAL]1 AGREEMENT [among] [between] [ ] and certain of their Subsidiaries and JPMORGAN CHASE BANK, N.A., as Shared Collateral Agent Dated as of [ ] 1 Bracketed collateral provisions to be included to the extent permitted by the terms of the Senior Indebtedness. TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 3 SECTION 2. GUARANTEE 3 2.1 Guarantee 3 2.2 Right of Contribution 4 2.3 No Subrogation 4 2.4 Amendments, etc. with respect to the Borrower Obligations 5 2.5 Guarantee Absolute and Unconditional 5 2.7 Payments 6 [SECTION 3. GRANT OF SECURITY INTEREST 6 3.1 [Grant of Security Interest 6 3.2 Excluded Property 6 SECTION 4. REPRESENTATIONS AND WARRANTIES 7 4.1 Authorization; Enforceability 7 4.2 Governmental Approvals; No Conflicts 7 4.3 [Perfected Lien 7 4.4 [Jurisdiction of Organization; Chief Executive Office 7 4.5 [Pledged Stock 8 5.1 Delivery of Instruments, Certificated Securities and Chattel Paper 8 5.2 Payment of Obligations 8 5.3 Maintenance of Perfected Security Interest 8 5.4 Information Regarding Collateral; Other Information 8 5.5 Other Information; Further Documentation 9 5.6 Changes in Locations, Name, etc 9 5.7 Notices 9 5.8 Pledged Stock 9 5.9 Further Assurances 10 SECTION 6. SUBORDINATION 10 6.1 Agreement to Subordinate 10 6.2 Liquidation; Dissolution; Bankruptcy 10
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CONTEMPLATED INITIAL CONTRIBUTED AND/OR DISTRIBUTED ASSETS. RHD Inc., Dex East and Dex West intend to contribute or have contributed the following assets to Servicer: Asset Category Asset Description Developed Software Internally developed or enhanced software applications, including, for example, Oracle (full suite of modules - e.g., human resources, accounts payable, payroll, procurement and general ledger), BIW Insight (marketing) and Prepsmart (sales management) Buildings & Leasehold Improvements Includes building renovations, cabling, bathroom fixtures, etc., for leased properties occupied by shared employees Furniture and Fixtures Includes cubicles, desks, chairs, file cabinets, etc., used by shared employees Computer Equipment Includes servers, desktops, laptops, etc., used by shared employees Machinery and Equipment Includes copiers, printers, scanners, NetJets lease, telephone equipment, etc., used by shared employees Licensed Software Purchased software licenses and applications, including, for example, Oracle eBusiness Suite, Hyperion (several reporting modules - e.g., strategic finance, financial management, Essbase and Smart View) Table of Contents Exhibit K Form of SuperMedia Pre-Pack Plan Table of Contents Exhibit K IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) SUPERMEDIA INC., et al.,1 ) Case No. 13-[ ] ([ ]) ) Debtors. ) Joint Administration Requested ) DEBTORS’ JOINT PREPACKAGED CHAPTER 11 PLAN THIS CHAPTER 11 PLAN IS BEING SOLICITED FOR ACCEPTANCE OR REJECTION IN ACCORDANCE WITH SECTION 1125 AND WITHIN THE MEANING OF SECTION 1126 OF THE BANKRUPTCY CODE, 11 U.S.C. §§ 1125, 1126. THIS CHAPTER 11 PLAN WILL BE SUBMITTED TO THE BANKRUPTCY COURT FOR APPROVAL FOLLOWING SOLICITATION AND THE DEBTORS’ FILING FOR CHAPTER 11 BANKRUPTCY. XXXXXX XXXXXXXX XXXXX & XXXXXXXX LLP YOUNG XXXXXXX STARGATT & XXXXXX, LLP Xxxx X. X’Xxxx. Xxxxxxx X. Xxxxxx Xxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx New York, New York 10006 0000 Xxxxx Xxxx Xxxxxx Telephone: (000) 000-0000 Xxxxxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Proposed Co-Counsel to the Debtors and Debtors in Possession Dated: [ ], 2013 1 The Debtors, together with the last four digits of each of the Debtors’ federal tax identification number (if applicable), are: SuperMedia Inc. (5175), SuperMedia LLC (6092), SuperMedia Services Inc. (2834) and SuperMedia Sales Inc. (4411). For the purpose of these chapter 11 cases, the service address for the Debtors is: 2200 West Airfield D...
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Related to CONTEMPLATED INITIAL CONTRIBUTED AND/OR DISTRIBUTED ASSETS

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

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