Contribution of Other Assets Sample Clauses

Contribution of Other Assets. At the Closing and subject to the terms and conditions contained in this Agreement: (a) Contributors will cause TDP-Commerce Square Gen-Par, LLC and Philadelphia Plaza Associates to each assign to the Operating Partnership all of its respective right, title and interest in, under and to the Partnership Interest Purchase Agreement made and entered into as of March 1, 2004 with Prometheus Investment Holding, LLC and Prometheus Investment Holding, L.P. (the “OCS Purchase Agreement”) so that the Operating Partnership will have the right to purchase, or to cause Prometheus Investment Holding, LLC and Prometheus Investment Holding, L.P. to contribute to the Operating Partnership in consideration for a cash payment, all of their rights and interests in Commerce Square Partners-Philadelphia Plaza, L.P.; and (b) Contributors will assign or cause their Affiliates to assign to the Operating Partnership all of their right, title and interest in, under and to any agreement with SFT I, Inc. (“Repayment Agreement”), pursuant to which the Series B Preferred Equity in Commerce Square Partners-Philadelphia Plaza, L.P. will be repaid at the Closing of the Offering; and (c) Contributors will assign or cause their Affiliates to assign and transfer to the Operating Partnership all contracts, leases, employment agreements, and letters of intent to which TDPLP is a party or by which its assets are bound as of the date of the Formation Transaction (“TDPLP Contracts”); the foregoing assignment and transfer will either be effected by a separate assignment or by operation of law upon the contribution of the Participating Interests in TDPLP to the Operating Partnership and the dissolution of such entity. Contributors will assign or cause their Affiliates to assign and transfer to the Operating Partnership all furniture, fixtures and equipment owned by TDPLP as of the date of the Formation Transactions. The OCS Purchase Agreement, the Repayment Agreement, the TDPLP Contracts and the Organizational Documents of each Intermediary Owner (as defined in Section 3.2(a)) are collectively referred to herein as the “Assumed Agreements”. The contribution or assignment of the Assumed Agreements and the assumption of all obligations thereunder shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit “C” attached hereto. The parties shall take such additional actions and execute such additional documentation as may be required by the OP Agreement or as requ...
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Contribution of Other Assets. Subject to and upon the terms and conditions contained herein, for the good and valuable consideration conferred by VMS upon IDS pursuant to Section 2.2 of this Agreement, and conferred upon VMS by IPH pursuant to Section 2.4 of this Agreement, IDS shall, at the Closing contribute to IPH, free and clear of all liens and encumbrances created by IDS, and IPH shall, at the Closing accept and acquire from IDS the Other Assets listed in Exhibit B of this Agreement.
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Related to Contribution of Other Assets

  • 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.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Distribution of Property In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of Property in-kind, subject to the priority set forth in Section 11.02, the liquidating trustee shall have the right to compel each Member to accept a distribution of any Property in-kind (with such Property, as a percentage of the total liquidating distributions to such Member, corresponding as nearly as possible to such Member’s Percentage Interest), with such distribution being based upon the amount of cash that would be distributed to such Members if such Property were sold for an amount of cash equal to the fair market value of such Property, as determined by the liquidating trustee in good faith, subject to the last sentence of Section 5.03(d).

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • Investment of Contributions At the direction of the Depositor (or the direction of the beneficiary upon the Depositor's death), the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified by the Depositor in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a trust investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Depositor, and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Depositor.

  • Transfers From Other Plans We can receive amounts transferred to this Xxxx XXX from the trustee or custodian of another Xxxx XXX as permitted by the Code. In addition, we can accept rollovers of eligible rollover distributions from employer-sponsored retirement plans as permitted by the Code. We reserve the right not to accept any transfer.

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • Collection of Taxes, Assessments and Similar Items (a) To the extent provided in the applicable Servicing Agreement, the Master Servicer shall cause each Servicer to establish and maintain one or more custodial accounts at a depository institution (which may be a depository institution with which the Master Servicer or any Servicer establishes accounts in the ordinary course of its servicing activities), the accounts of which are insured to the maximum extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein any collections of amounts received with respect to amounts due for taxes, assessments, water rates, standard hazard insurance policy premiums, Payaheads, if applicable, or any comparable items for the account of the Mortgagors. Withdrawals from any Escrow Account may be made (to the extent amounts have been escrowed for such purpose) only in accordance with the applicable Servicing Agreement. Each Servicer shall be entitled to all investment income not required to be paid to Mortgagors on any Escrow Account maintained by such Servicer. The Master Servicer shall make (or cause to be made) to the extent provided in the applicable Servicing Agreement advances to the extent necessary in order to effect timely payment of taxes, water rates, assessments, Standard Hazard Insurance Policy premiums or comparable items in connection with the related Mortgage Loan (to the extent that the Mortgagor is required, but fails, to pay such items), provided that it or the applicable Servicer has determined that the funds so advanced are recoverable from escrow payments, reimbursement pursuant to Section 4.02 or otherwise. (b) Costs incurred by the Master Servicer or by any Servicer in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans may be added to the amount owing under the related Mortgage Note where the terms of the Mortgage Note so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders. Such costs, to the extent that they are unanticipated, extraordinary costs, and not ordinary or routine costs shall be recoverable as a Servicing Advance by the Master Servicer pursuant to Section 4.02.

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