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. 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:
(a) all furniture, furnishings, fixtures, vehicles, rugs, mats, carpeting, appliances, devices, engines, telephone and other communications equipment, televisions and other video equipment, plumbing fixtures and other equipment, and all other equipment and other personal property which are now, or may hereafter prior to the Closing be, placed in or on or attached to the Real Property and are used in connection with the operation of the Property (but not including items owned or leased by tenants or which are leased under the Equipment Leases by the Company) (the “FF&E”);
(b) all right, title and interest in and to (to the extent transferable under applicable law) all licenses, permits and authorizations presently issued in connection with the operation of all or any part of the Property as it is presently being operated (the “Licenses and Permits”);
(c) all right, title and interest in and to (to the extent assignable) all warranties, if any, issued by any manufacturer, contractor, subcontractor, supplier or xxxxxxx in connection with the maintenance, repair, construction or installation of equipment or any component of the improvements included as part of the Property or FF&E;
(d) all right, title and interest in and to (to the extent assignable) all Service Contracts;
(e) all right, title and interest in and to all leases, subleases, licenses, contracts and other agreements, granting a real property interest to any other person for the use or occupancy of all or any part of the Property, other than the Bookings (the “Tenant Leases”) and all security and escrow deposits or other security held by or for the benefit of, or granted to, the Company in connection with, such Tenant Leases;
(f) all right, title and interest in and to all leases and purchase money security agreements for any equipment, machinery, vehicles, furniture or ot...
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. 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. 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. 1 1.2 Consideration......................................................... 2 1.3 Earn-Out Payment...................................................... 2 1.4 Post-Closing Escrow................................................... 3 1.5
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. 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. For the Consideration, ---------------------------------- in the amount and payable as set forth in Section 3, and pursuant to all the other terms and provisions of this Agreement, the Contributor does hereby agree to contribute, transfer and convey to the Partnership, and the Partnership in reliance upon the Contributor's representations, warranties and covenants set forth herein, does hereby agree to acquire and take from the Contributor, all of the Contributor's right, title and interest in and to the Contributed Assets. For purposes hereof, the "Contributed Assets" shall mean the following items:
