Contribution of Assets. Subject to and upon the terms and conditions contained herein, on the Closing Date, Dentist shall convey, transfer, deliver and assign to Pentegra or any affiliate of Pentegra designated by Pentegra all of Dentist's right, title and interest in and to those certain assets described on EXHIBIT 1.1 attached hereto (individually, "Asset", and collectively "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances, except as specifically assumed, or taken subject to, by Pentegra pursuant to SECTION 1.3(b) hereof.
Contribution of Assets. The Company, directly or through one or more of its Affiliates, shall contribute to the capital of the Partnership from time to time each asset it owns from time to time during the existence of the Partnership, but it is not required to so contribute:
(a) its interests in the General Partner or Ashford OP Limited Partner, LLC;
(b) its direct or indirect interest in any entity in a chain of entities of which the Company is the sole beneficial owner, so long as all of the assets or other ownership interests in the entity in that chain furthest removed from the General Partner are contributed directly or indirectly to the Partnership; or
(c) any equity interest in any entity of which the Company is the sole beneficial owner that is created or used solely by the General Partner in connection with any borrowing transaction in whole or in part for the benefit of the Partnership.
Contribution of Assets. Upon the terms and subject to the conditions contained in this Agreement, at the Closing the Contributor, in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, shall contribute, assign, transfer and convey to the Acquiror, and the Acquiror shall acquire and accept from the Contributor, the following assets of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”):
(a) all tangible assets, personal property, fixtures and equipment listed in Section 1.1(a) of the Disclosure Schedule (the “Tangible Property”);
(b) all tracts or parcels of land listed and described in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”);
(c) any and all of the Contributor’s Books and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities;
(d) subject to Section 1.5, the Licenses that relate to the ownership or operation of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”);
(e) all of the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”);
(f) all liens and security interests in favor of the Contributor, whether xxxxxx or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; and
(g) all of the Contributor’s rights and interest pertaining to any counterclaims, set-of...
Contribution of Assets. Except as provided in Section 3.05(b) and so much of Section 3.05
(a) as does not relate to a deposit in lieu of repurchase of a Contract the principal balance of which is incorrectly set forth on the Contract Schedule, following the Closing Date, the Trustee shall not accept any contribution of additional assets to the Trust Fund unless the Company has delivered an Opinion of Counsel addressed to the Trustee to the effect that (i) the contribution of such assets into the Trust Fund will not cause the Trust Fund to fail to qualify as a REMIC so long as any Certificate is outstanding and (ii) such contribution will not cause the imposition of tax on contributions to the Trust Fund after the "start-up day" (as defined in Section 860G of the Code) with respect thereto.
Contribution of Assets. Assignor hereby assigns, transfers, conveys and delivers to Assignee, and Assignee hereby accepts from Assignor, all of the Oil and Gas Properties, which include:
(a) Assignor’s leasehold interests in oil, gas and other minerals, including working interests, earned working interests, net profits interests, rights of assignment and reassignment, and all other rights and interests in the Leases;
(b) All fee interests in oil, gas and other minerals, including rights under mineral deeds, conveyances, options and assignments;
(c) All royalty interests, overriding royalty interests, production payments, rights to take royalties in kind, and all other interests in and/or payable out of production of oil, gas, and other minerals;
(d) All rights and interests in or derived from operating agreements, unit agreements, orders and decisions of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery agreements, water flood agreements, farmout and farming agreements, options, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements to the extent they pertain to the Leases, Lands and the xxxxx located on the Leases;
(e) All rights of way, casements, surface fees, surface leases, servitudes and franchises insofar as they pertain to the Leases and the xxxxx located on the Leases;
(f) All permits and licenses of any nature, owned, held or operated by Assignor in connection with the Leases, Lands and the xxxxx located on the Lands subject to the Leases;
(g) All producing, non-producing, and shut-in oil and gas xxxxx, salt water disposal xxxxx, water xxxxx, injection xxxxx, and all other xxxxx on or attributable to the Leases, whether or not identified; and
(h) All pumping units, pumps, casing, rods, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings and all other surface and downhole equipments, fixtures, related inventory, gathering and treating facilities, personal property and equipment used in connection with the Leases and the xxxxx located on the Leases and all other interests described above. Notwithstanding the date of execution of this Agreement, Assignor is assigning to Assignee the Oil ...
Contribution of Assets. 98 Section 12.08
Contribution of Assets. In exchange for the issuance of the Hand MD Securities (as defined below), Seller hereby grants, conveys, assigns, transfers and delivers to Hand MD all rights, title and interest in and to all of its intellectual property assets, including, without limitation, those specific assets set forth on Exhibit A attached hereto, and its Files and Records (collectively, the “Contributed Assets”).
Contribution of Assets. The Company, directly or through one or more of its Affiliates, shall contribute to the capital of the Partnership from time to time each asset it owns from time to time during the existence of the Partnership, but it is not required to so contribute:
(a) its interests in the General Partner, Education Realty OP Limited Partner Trust or Education Realty Limited Partner, LLC;
(b) its direct or indirect interest in any entity in a chain of entities of which the Company is the sole beneficial owner, so long as all of the assets or other ownership interests in the entity in that chain furthest removed from the General Partner are contributed directly or indirectly to the Partnership; or
(c) any equity interest in any entity of which the Company is the sole beneficial owner that is created or used solely by the General Partner in connection with any borrowing transaction in whole or in part for the benefit of the Partnership.
Contribution of Assets. Following the Closing Date, the Trustee shall not accept any contribution of additional assets to the Trust unless the Trustee has received an Opinion of Counsel addressed to the Trustee to the effect that (i) the contribution of such assets into the Trust will not cause any of the REMICs to fail to qualify as a REMIC under the Code and under the relevant state and local law and (ii) such contribution will not cause the imposition of a tax on "prohibited transactions" (as defined in Section 860F of the Code or under similar provisions under the relevant state and local law) or on contributions to the Trust after the "start-up day" (as defined in Section 860G of the Code or under similar provisions under the relevant state and local law) with respect thereto.
Contribution of Assets. On or before June 30, 2000, each of the Initial Subscribers shall contribute, and cause any applicable Affiliate to contribute, to the Company all of the intangible assets of its Transportation Logistics Businesses to the Company, including, but not limited to all contracts with customers (to the extent assignable), goodwill, Post Office boxes and telephone and telefax numbers dedicated to its Transportation Logistics Business software and software licenses, patents, trademarks, service marks, copyrights, Internet websites and domain names and registrations dedicated to its Transportation Logistics Business, trade secrets, know-how, and other intellectual property (collectively referred to as the "Contributed Assets").
