Contribution and Conveyance Sample Clauses
Contribution and Conveyance. Each of the Constituent Companies acknowledges that each of the other Constituent Companies is part of a consolidated group of companies and that its financial strength is interdependent upon the financial strength of the consolidated group as a whole. Each of the Constituent Companies further acknowledges that its joint and several obligations under the Agreements is a necessary condition to the Constituent Companies receiving any funds from the issue of the Notes. Therefore, each of the Constituent Companies acknowledges and agrees that the Notes are supported by adequate consideration and that each has received a substantial benefit from the Notes, regardless of the amount of funds actually received by such Constituent Company under the Agreements. In the event a Constituent Company makes any payment under the Agreements which exceeds the amount of funds actually received, directly or indirectly, by such Constituent Company thereunder, such Constituent Company shall be entitled to contribution and reimbursement from each of the other Constituent Companies, pro rata, on the basis of funds actually received and shall be entitled to recover such amounts by available legal means. After (but only after) full payment of the Notes and until such recovery is made, such Constituent Company shall be deemed subrogated to the rights and interests of the Purchasers under the Agreements. Such rights of contribution, reimbursement and subrogation shall be and remain at all times junior, subordinate, inferior and subject to the right and interests of the Purchasers under the Agreements and shall not affect or impair in any way the joint, several, personal and unconditional obligation of each Constituent Company to fully pay each of the Notes and to perform all its other obligations under the Agreements.
Contribution and Conveyance. 2.1 Contribution of the Non-Nomura Properties (other than 70 ▇▇▇▇▇). Subject to the terms and conditions set forth in this Agreement, Contributor agrees to contribute and otherwise convey to Contributee and Contributee agrees to accept such contribution and conveyance from Contributor, with respect to the following:
(a) the Non-Nomura Properties (other than 70 ▇▇▇▇▇);
(b) (i) all of the Tangible Personal Property listed on Exhibit J annexed hereto and (ii) all of Contributor's right, title and interest in and to all other Tangible Personal Property relating or in anyway appertaining to the Non-Nomura Properties or any Non-Nomura Property (other than 70 ▇▇▇▇▇);
(c) all of Contributor's right, title and interest in and to the Service Contracts and the Leases in effect on the Closing Date and relating to the Non-Nomura Properties or any Non-Nomura Property (other than 70 ▇▇▇▇▇) (including, subject to adjustment as set forth in Section 4 hereof, all rents, issues and profits thereunder);
(d) all of Contributor's right, title and interest in and to any strips and gores adjacent to each Non-Nomura Property (other than 70 ▇▇▇▇▇) and any land lying in the bed of any right-of-way, street, road or avenue opened or proposed, in front of or adjoining each Non-Nomura Property (other than 70 ▇▇▇▇▇), to the center line thereof;
(e) all of Contributor's right, title and interest in and to all of the easements, rights, privileges and appurtenances belonging or in any way appertaining to the Non-Nomura Properties or any Non-Nomura Property (other than 70 ▇▇▇▇▇);
(f) all of Contributor's right, title and interest in and to the Intangible Personal Property relating or in anyway appertaining to the Non- Nomura Properties or any Non-Nomura Property (other than 70 ▇▇▇▇▇);
(g) all of Contributor's right, title and interest in and to the transferable Permits for the Non-Nomura Properties (other than 70 ▇▇▇▇▇);
(h) all of Contributor's right, title and interest in and to the transferable Warranties relating or in any way appertaining to the Non- Nomura Properties or any Non-Nomura Property (other than 70 ▇▇▇▇▇);
(i) all of Contributor's right, title and interest in and to any unpaid awards for any taking by condemnation or any damage to any of the Contributor Properties by reason of a change of grade of any street or highway, or any award paid to any of the Contributors and not used or applied by the Contributors to the restoration of the affected Contributed Property(s); and
(j) a...
Contribution and Conveyance. Subject to the terms and conditions hereinafter set forth, Transferor agrees to contribute and convey and Transferee or its designated subsidiary agrees to accept and acquire the following:
(a) the Parking Lots, together with all and singular the rights and appurtenances pertaining to such property, including any right, title and interest of Transferor in and to adjacent streets, alleys or rights-of-way;
(b) all improvements on the Parking Lots (the “Improvements”); and
(c) the personal property owned by Transferor and located upon the Land or within the Improvements and used in connection with the operation of the Land and the Improvements (the property described in clause (c) of this Section 1.1 being herein referred to collectively as the “Personal Property”).
Contribution and Conveyance. (a) Agreement of Existing Partners to Convey Partnership Interests in the Property Owners. Each Existing Partner agrees, subject to the terms and conditions of this Agreement, to assign, transfer and otherwise convey on the applicable Closing Date all of its Partnership Interests in the Property Owners to BPLP pursuant to an Assignment and Assumption of Partnership Interest(s) in the form attached hereto as Exhibit 9. Each Existing Partner has elected to receive for each such Partnership Interest either cash, Common Units or Preferred Units, as set forth opposite such Existing Partner's name on Schedule A. In the case of any Existing Partner that has elected to receive Common Units or Preferred Units, such Existing Partner has previously delivered a Representation Letter to BPLP.
Contribution and Conveyance. At Closing, (i) the Partnership shall cause the Closing Date Subsidiary Transactions to be consummated (ii) immediately after the consummation of the Closing Date Subsidiary Transactions, Investor shall make the Investor Initial Contribution and shall be admitted as a limited partner of the Partnership, and (iii) immediately after the Investor Initial Contribution, VRLP shall convey and transfer to Investor, and Investor shall accept from VRLP, the Purchased Interest. For the avoidance of doubt, all of the transactions described in this Section 4.2 shall occur on the Closing Date pursuant to a single escrow arrangement reasonably acceptable to VRLP and Investor.
Contribution and Conveyance. 13 1.1 Contributions and Conveyance...................................................................... 13 1.2 [RESERVED]........................................................................................ 21 1.3 [RESERVED]........................................................................................ 21 1.4 Allocation of Contribution Price and Form of Consideration........................................ 21 1.5
Contribution and Conveyance. The Parties acknowledge and agree that each of the following actions hereby occurs effective as of the beginning of December ___, 2007.
Contribution and Conveyance