Contribution and Transfer. Subject to the terms and conditions ------------------------- of this Agreement and in consideration for the issuance by Newco of Newco Common Stock as provided above, the Contributing Companies shall at the Effective Time, for good and valuable consideration receipt and sufficiency of which is hereby acknowledged on behalf of each of the Contributing Companies, other than SSI, contribute and transfer and deliver to Newco or cause to be contributed, transferred and delivered to Newco, and at the Effective Time Newco shall accept the contribution and transfer from the Contributing Companies, all right, title and interest in and to the Contributed Stock and Assets. Specifically, SSI will transfer and contribute to Newco the Contributed Stock and the Contributing Companies will transfer and contribute to Newco the Contributed Assets. All Contributed Assets of STI shall be deemed first contributed by STI to SSI and only then by SSI to Newco. Notwithstanding the preceding, the parties hereto agree to transfer the following Contributed Assets which are located outside of the United States as follows:
(i) With respect to Contributed Assets located in France, Japan, and Australia, such Contributed Assets shall be purchased and sold by and among the VERITAS and Seagate entities located in such countries in exchange for amounts of cash consideration, as determined by STI, equal in total to the extra amount contributed to Newco by SSI (beyond what otherwise would be contributed to Newco by the Contributing Companies and the Contributing Companies will receive no additional Newco Common Stock for the extra amount of contributed cash beyond the amounts of Newco Common Stock contemplated by this Agreement). The parties shall execute bills of sale reflecting the transfer of any such Contributed Assets which shall reflect the purchase price (contributed to Newco by SSI) and only such amount shall be reported as the purchase price for all Tax reporting purposes; no party shall have a position inconsistent therewith.
(ii) The parties shall cooperate to facilitate the transfer of Employees with respect to facilities located in Singapore, Sweden, Malaysia, Mexico, Canada, Hong Kong and the P.R.C.
(iii) Seagate Software Limited, a company organized under the laws of the United Kingdom, will register a branch in South Africa and the Contributed Assets and Employees located in South Africa shall be transferred to Seagate Software Limited.
Contribution and Transfer. Subject to the terms and conditions of this Agreement and in consideration for the issuance by Newco of Newco Common Stock as provided above, the Contributing Companies shall at the Effective Time, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged on behalf of each of the Contributing Companies, contribute and transfer and deliver to Newco or cause to be contributed, transferred and delivered to Newco, and at the Effective Time Newco shall accept the contribution and transfer from the Contributing Companies of all right, title and interest in and to the Contributed Stock and Contributed Assets. Notwithstanding the preceding, the Contributed Assets and Contributed Companies which are located outside of the United States shall be purchased and sold by and among the Newco and SCO entities located in such countries in exchange for stock or cash consideration as the parties shall agree before the Effective Time. Such payment shall be included within and shall not change the total amount of The SCO Percentage Interest and the Cash Consideration. The parties shall execute, or cause to be executed, Bills of Transfer relevant to their particular jurisdiction reflecting the transfer of any such Contributed Assets which shall reflect the purchase price allocation as agreed. Such amounts shall be reported as the purchase price for all foreign Tax reporting purposes in each relevant jurisdiction and no party shall have a position inconsistent therewith.
Contribution and Transfer. (a) For and in consideration of the issuance by Transferee to Transferor of the Units, Transferor hereby contributes and assigns to Transferee all of Transferor’s right, title and interest in and to the Transferred Interests, including, without limitation, all of Transferor’s rights and interest in all profits, losses, Cash Flow, Capital Proceeds (as such terms are defined in the Mill Run Operating Agreement), distributions and capital of the Company with respect to such Transferred Interests, except that the Transferor is retaining all right to distributions previously paid and allocations made by the Company on account of the Transferred Interests prior to the date hereof. In connection with its receipt of the Units, Transferor agrees to be bound by and comply with the terms of the Amended and Restated Agreement of Limited Partnership of Transferee dated as of April 22, 2005, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership of Transferee, dated as of the date hereof (as so amended, the “Partnership Agreement”), and delivers herewith an executed counterpart of the Partnership Agreement.
(b) Transferee hereby accepts Transferor’s contribution, transfer and assignment of the Transferred Interests.
(c) Transferor hereby withdraws as a Member of the Company and grants Transferee the right to be admitted as a substitute member of the Company in Transferor’s place in accordance with the terms of the Mill Run Operating Agreement.
(d) The Company hereby admits Transferee as a substitute member of the Company in Transferor’s place.
Contribution and Transfer. KNOW ALL MEN BY THESE PRESENTS: for good and valuable consideration, the receipt of which is hereby acknowledged, Seafield, subject to the terms hereof, has contributed, granted, conveyed, transferred, assigned, and set over, and does by these presents grant, convey, transfer, assign and set over to SLH all of its right, title and interest in those assets held by Seafield in the name of or for the exclusive benefit of the SLH Business (the "SLH Assets") other than the assets listed in Section 2.2 hereof (the "Retained Assets," with the SLH Assets other than the Retained Assets being hereinafter referred to as the "Transfer Assets"), TO HAVE AND TO HOLD the same unto SLH, its successors and assigns, forever. Without limiting the foregoing, the Transfer Assets expressly include all Transfer Assets reflected on Seafield's books and records as being allocated for the exclusive use or consumption by the SLH Business, including, without limitation, the Transfer Assets reflected on the September 30, 1996, unaudited pro forma combined Balance Sheet included in the SLH Form 10 under the Securities and Excahange Act dated December 21, 1996, as amended (the "Balance Sheet" and the "Form 10") as well as those acquired by the SLH Business since September 30, 1996, less those disposed of since September 30, 1996. Without limiting the foregoing, the Transfer Assets include the following: 2.11
Contribution and Transfer. In reliance on the representations and warranties of the Issuer set forth in this Agreement, and subject to all of the terms and conditions herein, each Exchanging Warrantholder that is a party to the Warrant Agreement hereby irrevocably contributes, assigns and otherwise transfers to the Issuer all of such Exchanging Warrantholder’s Rights and Warrants and the Issuer hereby accepts and assumes the Rights and Warrants and will immediately issue to each such Exchanging Warrantholder the number of Exchange Shares equal to the Exchange Ratio multiplied by the number of Warrants held by such Exchanging Warrantholder rounded down to the nearest whole number, and no fractional shares shall be issued there thereon (collectively, the “Exchange Transactions”). The number of Exchange Shares to be issued to each Exchanging Warrantholder is set forth on Schedule 1 attached here.
Contribution and Transfer. Subject to the terms and conditions hereof, the Contributor hereby contributes and transfers the Shares free and clear of all encumbrance to the Contributee and the Contributee hereby accepts the contribution and transfer of the Shares as well as all of the Contributor 's rights, title, interest and obligations therein for the consideration set out in Section 2.
Contribution and Transfer. Immediately prior to the Closing, the Contribution Transaction shall be effectuated.
Contribution and Transfer. (a) The Company hereby contributes, conveys, assigns and transfers, and the SPE hereby accepts in each case as of the Delivery Date, all of the Company's right, title and interest in and to the Pooled Certificates, having an aggregate outstanding principal balance as of the close of business on March 24, 1997 (except March 17, 1997 with respect to the PHH Pooled Certificates) (the "Pooled Certificate Information Date") of $221,120,946.00 and any and all payments that are paid on the Pooled Certificates during March 1997 which the Company has estimated at $1,613,876.00, (the "Cash Amount"); provided, however, that if the actual amount distributed on a Pooled Certificate in such month is less than the expected amount, the SPE shall request the Trustee promptly to remit the shortfall to the Company upon the Company's provision to the SPE, the Issuer and the Trustee, of reasonably satisfactory evidence thereof and; provided, further, that if the amount actually distributed on the Pooled Certificates in such month exceeds the expected amount, the Company shall promptly remit such excess to the Trustee for deposit into the Payment Account.
(b) The Company hereby contributes, conveys, assigns and transfers, and the Issuer hereby accepts, in each case as of the Delivery Date, all of the Company's right, title and interest in and to the list of certain limited indemnification, and reimbursement agreements associated with certain of the Pooled Certificates as set forth on Schedule B attached hereto and made a part hereof (the "Other Assets").
(c) The contribution and transfer of the Pooled Certificates shall be effected by endorsement and delivery of the Pooled Certificates and delivery of the Cash Amount as provided in Section 3 hereof.
Contribution and Transfer. (a) The Company hereby contributes, conveys, assigns and transfers to QRS, without recourse, and QRS hereby accepts, in each case as of November 3, 1997 (the "Closing Date"), all of the Company's right, title and interest in and to the Daiwa FLOWS Certificates and the Other Assets, including, without limitation, all amounts distributable in respect of the Daiwa FLOWS Certificates and the Other Assets payable from and after the date in December 1997 on which distributions are made on the Daiwa FLOWS Certificates (the "Daiwa December 1997 Distribution Date") pursuant to the Daiwa Pooling Agreement; provided, however, that all such amounts distributed on such date shall belong to QRS.
(b) The Company and QRS intend that the conveyance of the Daiwa FLOWS Certificates and the Other Assets by the Company to QRS as provided herein be, and be construed as, an absolute contribution and transfer of the Daiwa FLOWS Certificates and the Other Assets by the Company to QRS and not as a pledge of the Daiwa FLOWS Certificates and the Other Assets by the Company to QRS or any assignee of QRS (including, without limitation, QRS, the Owner Trustee, individually or on behalf of the Issuer, the Issuer, the Indenture Trustee, individually or on behalf of any Holder or all Holders, or any Holder), as security for any debt or other obligation owing from QRS to the Company. Notwithstanding the foregoing sentence, in the event that the Daiwa FLOWS Certificates and the Other Assets are for any reason deemed to be property of the Company, then it is intended that (i) this Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the "UCC"); (ii) the conveyance provided for in the foregoing sentence shall be deemed to be a grant by the Company to QRS of a security interest in all of the Company's right, title and interest, whether now owned or hereafter acquired, in the Daiwa FLOWS Certificates and the Other Assets (together with any related securities or entitlements, as defined in the UCC); (iii) the Company shall, to the extent consistent with this Agreement, take all such actions as may be necessary to create a first priority security interest in the Daiwa FLOWS Certificates and the Other Assets and to maintain the perfection and priority of such security interest throughout the term of this Agreement; (iv) the possession of the Daiwa FLOWS Certificates and the...
Contribution and Transfer
