Contribution and Sale Sample Clauses

Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.

Contribution and Sale. (a) In consideration of Discover Funding’s payment of each related Purchase Price, and/or in consideration of the membership interest in Discover Funding held by Discover Bank, Discover Bank hereby sells and assigns and/or contributes, as applicable, to Discover Funding, without recourse, all of Discover Bank’s right, title and interest in, to, and under (i) the Receivables existing on the Effective Date (including the Existing Assets) and arising after the Effective Date in each Initial Account (including any related Surviving Account), and the Receivables existing on the related Additional Account Cut-Off Date and arising after the related Additional Account Cut-Off Date in each Additional Account (including any related Surviving Account), (ii) all Interchange allocable to those Receivables, (iii) all Collections on those Receivables, including all Recovered Amounts, and (iv) all proceeds of any of this property (collectively, the “Conveyed Assets”). Discover Funding hereby accepts the Conveyed Assets sold and/or contributed under this Agreement. The sale or contribution of the Existing Assets pursuant to this Section 2.1(a) is subject to any rights in the Existing Assets transferred, assigned, set over or otherwise conveyed to the Trustee pursuant to the Prior PSA. (b) In connection with such conveyance, Discover Bank further agrees, at its own expense, on or prior to the Effective Date with respect to the Initial Accounts and on or prior to the Addition Date with respect to Additional Accounts to (i) indicate in its computer files that Receivables created in connection with the Accounts have been transferred to Discover Funding pursuant to this Agreement and further transferred to DCMT for the benefit of the Certificateholders under the Pooling and Servicing Agreement by identifying the Accounts in its computer files with a “41”, “42”, “341” or “342” in field captioned “SECURED_POOL_NBR” and (ii) deliver an Account Schedule to Discover Funding. (c) At all times Discover Bank shall identify the Accounts (and only the Accounts) in its computer files with a “41”, “42”, “341” or “342” in the field captioned “SECURED_POOL_NBR”; provided, however, that Discover Bank may change the number used to identify any of the Accounts in its computer files, or the caption of the field if Discover Bank records and files, at its own expense, any amendment to any financing statements with respect to the Receivables then existing and thereafter created as is necessary to p...

Contribution and Sale. The Partnership hereby agrees to acquire from the Contributor, and the Contributor hereby agrees to contribute to the Partnership, the Interests, free and clear of all Liens, for the Agreed Contribution Value, subject to and in accordance with the terms and conditions of this Agreement.

Contribution and Sale. (a) Pursuant to the terms hereof, the Contributors hereby agree to contribute AACLP Partnership Interests to the Company Operating Partnership free and clear of any and all restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, mortgages, liens, encumbrances, charges, pledges, impositions, security interests, options, warrants, purchase rights, rights of first refusal, contracts, commitments, equities, claims and demands ("Liens"), and the Company Operating Partnership hereby agrees to accept such AACLP Partnership Interests from the Contributors, in exchange for an aggregate amount of units of limited partnership interest in the Company Operating Partnership (the "UDR Units") as set forth on Exhibit A (the "Exchange Equity Consideration"). Any Contributor who receives UDR Units in such exchange (a "UDR Unit Holder") shall, upon the issuance of such UDR Units, be admitted as a limited partner of the Company Operating Partnership and shall sign the Third Amended and Restated Agreement of Limited Partnership of the Company Operating Partnership, in substantially the form attached hereto as Exhibit D (the "Partnership Agreement"). (b) Pursuant to the terms hereof, the Sellers hereby agree to sell AACLP Partnership Interests to the Company free and clear of any and all Liens, and the Company hereby agrees to purchase such AACLP Partnership Interests from the Sellers, for an aggregate amount of cash as set forth on Exhibit B (the "Exchange Cash Consideration," and, together with the Exchange Equity Consideration, the "Exchange Consideration"), subject to adjustment as provided in Section 1(c) below. (c) The Exchange Consideration shall be adjusted in accordance with the provisions of Section 2.2 of the Merger Agreement. The allocation of the Exchange Consideration among the Transferors shall be determined by AACLP and AACLP shall provide such allocations to the Company on or before the Closing Date.

Contribution and Sale. Upon the terms and subject to the conditions set forth in this Agreement, on the applicable Closing Date, and effective as of the applicable Effective Date: (a) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Rice West Virginia Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Rice West Virginia, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Rice West Virginia Interest from Rice Midstream (the “Rice West Virginia Contribution”); (b) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Rice Olympus Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Rice Olympus, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Rice Olympus Interest from Rice Midstream (the “Rice Olympus Contribution”); and (c) Rice Midstream shall contribute, transfer, assign and convey all of Rice Midstream’s right, title and interest in and to the Strike Force Holdings Interest to EQM Gathering, free and clear of all Liens other than restrictions on transfer under the limited liability company agreement of Strike Force Holdings, the DLLCA or applicable federal or state securities laws, and EQM Gathering shall acquire the Strike Force Holdings Interest from Rice Midstream (the “Strike Force Holdings Contribution”); provided, that, following the consummation of the transactions contemplated by the MLP Merger Agreement, the Strike Force Holdings Contribution shall (unless the EQM Parties have received evidence to their satisfaction that Gulfport Midstream has irrevocably waived in writing the Strike Force ROFR and the Strike Force Tag with respect to the Strike Force Holdings Contribution, if applicable) be made to RMP or one or more Subsidiaries thereof designated by EQM.

Contribution and Sale. The Company shall contribute the net cash proceeds of the IPO to HoldCo LLC. HoldCo LLC shall use such proceeds to (i) purchase [•] partnership units of each of the Operating Partnerships from the Sellers and (ii) acquire all of the outstanding stock of Hxxxxxxx XX held by HFF Holdings pursuant to the Merger. In addition to such cash proceeds, HFF Holdings shall also receive (i) an exchange right that shall permit HFF Holdings to exchange one partnership unit in each of the Operating Partnerships for one share of Class A Common Stock as set forth in the Company Certificate of Incorporation (the “Exchange Right”) and (ii) rights under a tax receivable agreement by and between the Company and HFF Holdings (the “Tax Receivable Agreement”) substantially in the form attached hereto as Exhibit E.

Contribution and Sale. (i) General contribution undertaking: Subject to the terms and conditions -------------------------------- of this Agreement, each MPG Founder hereby irrevocably undertakes to transfer, by way of a contribution in kind (apport en nature), the number of MPG Shares listed in Annex 2.1. (i) to HA, in exchange for the issue by HA of twenty-eight million eight hundred thousand (28,800,000) new shares of HA, (the "New HA Shares") reserved to the MPG Founders (the "Contribution"). Annex 2.1. (i) sets out the number of New HA Shares which shall be issued to each of the MPG Founders. (ii) Sale: Each MPG Founder hereby irrevocably undertakes to sell, and HA ---- undertakes to purchase on the Completion Date and immediately after the Contribution, the number of MPG Shares listed in Annex 2.1. (i) (the "Sale"), for payment of cash in Euros (the "Cash Payment"). The total amount of such Cash Payment being equal to fifty one million two hundred thousand (51,200,000) Euros, distributed as established in Annex 2.1(i).

Contribution and Sale. At the Closing (as defined herein), upon the terms and subject to the conditions set forth in this Agreement, Seller shall contribute, assign, transfer, convey and deliver to Purchaser, and Purchaser shall accept and acquire from Seller, all right, title and interest in and to all the assets and properties of Seller of every kind, character and description, whether now owned or hereafter acquired by Seller prior to the Closing Date, whether real, personal or mixed, whether tangible or intangible, and wherever located, and whether or not specially referred to in this Agreement or reflected on the books and records of Seller, free and clear of any Liens (as defined herein), which are primarily used, held for use or intended for use in connection with, or are otherwise necessary for the effective conduct of, the Business, other than the Excluded Assets as defined in Section 1.2 hereof (all of which (other than the Excluded Assets) are collectively referred to herein as the “Assets”), including, but not limited to, all of the following assets and properties of Seller primarily used, held for use or intended for use in connection with, or are otherwise necessary for the effective conduct of, the Business: (a) all accounts and notes receivable relating to the Assets or the Business and any other contracts or rights to receive payments from any Person, together with any unpaid finance charges, security, claim or other right relating to the foregoing (“Accounts Receivable”), relating to the Assumed Projects as set forth on Schedule 1.1(a) (collectively, “Assigned Accounts Receivable”); (b) all equipment, machinery, furniture, fixtures, furnishings, tools, dies, molds, appliances, computers, telephones, office equipment and supplies, and all other items of tangible personal property, including, without limitation, the personal property and equipment set forth on Schedule 1.1(b) (the “Tangible Personal Property”); (c) all inventories, including but not limited to all raw materials, work-in-process, finished goods, trim, spare parts, replacement parts, stocks, merchandise, packaging, supplies, materials and manufactured and purchased parts (collectively, the “Inventory”); (d) all rights and interests under all contracts, agreements, obligations, licenses, leases, instruments, notes, deeds, mortgages, deeds of trust, security agreements, guarantees, bonds, indentures, loan or credit agreement, debt instrument, joint ventures and all other instruments, commitments and ...

Contribution and Sale. (a) Subject to the terms and conditions set forth herein, Transferor shall, and shall cause the other Transferring Entities to, contribute, assign, transfer and convey to the Transferee, and the Transferee shall accept and acquire from Transferor and the other Transferring Entities, in each case at the Closing, all of Transferor’s and the other Transferring Entities’ right, title and interest in and to the Transferred Assets, other than the Transferred Tangible Personal Property, as of the Closing, free and clear of all Liens (other than Permitted Liens of the nature described in clauses (i) through (vii), (ix) and (xi) of the definition of Permitted Liens). (b) Subject to the terms and conditions set forth herein, at the Closing, Transferor shall sell, transfer and convey to the Transferee, and the Transferee shall purchase and acquire from Transferor, all of Transferor’s right, title and interest in and to the Transferred Tangible Personal Property as of the Closing, free and clear of all Liens (other than Permitted Liens of the nature described in clauses (i) through (vii), (ix) and (xi) of the definition of Permitted Liens).

Contribution and Sale. On the Closing Date: --------------------- (a) each Shareholder will convey, transfer, assign and deliver to the Purchaser all of its right, title and interest in and to the Limited Partner Interest of such Shareholder as set forth on Schedule A, free and clear of all Liens, as follows: each Shareholder will (i) contribute such Limited Partner Interest to the Purchaser pursuant to Section 721(a) of the Code to the extent of the Partnership Units received by such Shareholder pursuant to Section 2.03(a) and (ii) sell such Limited Partner Interest to the Purchaser for the portion of the Cash Consideration payable to such Shareholder pursuant to Section 2.03(a); (b) Corporate G.P. will convey, transfer, assign and deliver to a corporate Affiliate of the Purchaser (the "Corporate Purchaser") all of its right, title and interest in and to the General Partner Interest, free and clear of all Liens; and (c) Star Management will convey, transfer, assign and deliver to the Purchaser all of its right, title and interest in and to the Transferred Assets, free and clear of all Liens, other than as set forth on Schedule 2.02(c); ------- and the Purchaser shall accept such contributions and sales of the Partnership Interests and the Transferred Assets from the applicable Sellers on the terms and subject to the conditions set forth in this Agreement. Such contribution and sale shall be effected by the execution and delivery to the Purchaser by the Sellers of such assignments, deeds, bills of sale and other instruments as shall be reasonably requested by counsel for the Purchaser.