Contribution of Contributed Assets. The Contributors agree to contribute and transfer the Contributed Assets to the Acquiror, and the Acquiror agrees to accept transfer of the Contributed Assets pursuant to the terms and conditions set forth in this Agreement. The Contributed Assets shall be transferred to the Acquiror free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, claims, and other matters affecting title thereto.
Contribution of Contributed Assets. 1 1.2 Consideration......................................................... 1 1.3 Post-Closing Escrow................................................... 4 1.4
Contribution of Contributed Assets. Energy Transfer Corp hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to ETE, its successors and its assigns, for its and their own use forever, all right, title and interest in and to the Contributed Assets, and ETE hereby accepts the Contributed Assets (the “Energy Transfer Corp Contribution”).
Contribution of Contributed Assets. Contributor agrees to contribute and transfer the Contributed Assets to FLLP and FLLP agrees to accept transfer of the Contributed Assets pursuant to the terms and conditions set forth in this Agreement. The Contributed Assets shall be transferred to FLLP at Closing (defined below), free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, claims and other matters affecting title.
Contribution of Contributed Assets. Upon the terms and subject to the conditions set forth herein, for the Total Consideration, at the Closing, the Contributor shall convey, assign and transfer to the Operating Partnership, and the Operating Partnership agrees to acquire and accept from the Contributor, free and clear of all Liens, except for Permitted Liens, the Contributed Assets. For purposes of this Agreement, the term “Contributed Assets” shall mean all of the Contributor’s right, title and interest in and to the following:
Contribution of Contributed Assets. The Contributor agrees to contribute and transfer the Contributed Assets to the Acquirer, and the Acquirer agrees to accept the transfer of the Contributed Assets pursuant to the terms and conditions set forth in this Agreement. The Contributed Assets shall be transferred to the Acquirer free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, claims, and other matters affecting title thereto. At the time of the transfer of the Contributed Assets to the Acquirer, the Company shall own or have rights to use all of the following in connection with the Real Property:
Contribution of Contributed Assets. Upon the terms and subject to the conditions contained herein, at the Closing, Seller will contribute, convey, transfer, assign and deliver as a capital contribution to Newco, and Newco will acquire from Seller, the Contributed Assets, free and clear of all Encumbrances other than Permitted Encumbrances.
Contribution of Contributed Assets. (a) Contributor does hereby irrevocably contribute, transfer, assign and convey to Corporation, its successors and assigns, free and clear of any Encumbrances, to have and hold forever, all of Contributor's right, title and interest in and good and marketable title to the Contributed Assets. (b) Corporation hereby accepts the contribution, transfer, assignment and conveyance to it of the Contributed Assets. Corporation agrees that the Contributed Assets shall be a contribution to the capital of Corporation by Contributor. (c) On or prior to the Effective Date, Contributor shall deliver to Corporation all tangible embodiments of the Contributed Assets. (d) Contributor shall execute and cause to be delivered to the Corporation such instruments and other documents, and shall take such other actions, as the Corporation may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement, including instruments of transfer and conveyance for recordation with the United States Patent Office ("USPTO") to evidence the transfer of the Patent to the Corporation, in the form attached hereto as Exhibit A. Contributor is signing such Patent Assignment contemporaneously with the execution of this Agreement, to be delivered to the USPTO on or after the Closing Date. If the Closing Date does not occur within six (6) months following the Effective Date, then Contributor shall have the right, exercisable within ten (10) days thereafter by written notice to the Corporation, to rescind the transactions contemplated by this Agreement, and thereafter the Corporation shall convey, transfer and assign the Contributed Assets to Contributor, free and clear of any Encumbrances, and Contributor shall convey, transfer and assign to the Corporation of all of Contributor's right, title, and interest in and to the Stock, which the Corporation shall be entitled to cancel on its books and records upon receipt of the rescission notice. (e) Contributor shall not itself, nor shall it directly or indirectly assist or permit any Third Party to, Practice in any respect the Debrider Device or any device or product competitive therewith or any Intellectual Property Rights described or disclosed in the Patent or represented thereby. (f) The Corporation shall own all right, title and interest in and to all Improvements, Improvement Patents and Intellectual Property Rights therein developed by Contributor (whether in whole or in part) including wi...
Contribution of Contributed Assets. Use commercially reasonable efforts to cause the contribution of the Contributed Assets to the applicable Borrower as promptly as practicable after the Closing Date.
Contribution of Contributed Assets. The Contributor agrees to contribute and transfer the Contributed Assets to the Acquirer, and the Acquirer agrees to accept transfer of the Contributed Assets pursuant to the terms and conditions set forth in this Agreement. Although the Project is encumbered by a deed of trust securing a loan to the Company (the "Project Loan"), the Contributed Assets shall be transferred to the Acquirer free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, claims, and other matters affecting title thereto.
