Contribution of the Assets. Subject to the terms and conditions of this Agreement, on January 1, 1997 (the "Closing Date"), each Contributing Partner shall assign and deliver to the Partnership as its Capital Contribution (as defined in the Partnership Agreement) all of its right, title and interest in and to the Limited Partner Interests in exchange for the issuance to IFG of the aggregate number of limited partnership units in the Partnership set forth on Exhibit B hereto (collectively, the "Partnership Interests") (the number shown on Exhibit B is subject to adjustment based on those final valuations of the Partnership Interests as shown in that certain Confidential Memorandum by which IPT will offer shares of beneficial interest).
Contribution of the Assets. (a) Subject to the terms and conditions of this Agreement, on the Contribution Date, Contributing Member agrees to assign, transfer and deliver to the Venture subject to the Permitted Encumbrances, and Blackstone Member agrees to cause the Venture to accept the following properties, interests, and assets (collectively, the "Assets"):
(i) The Property;
(ii) All fixtures, machinery, equipment, furnishings, vehicles, appliances, computer hardware, art work and other tangible property (including, without limitation, general operating inventory, maintenance and operating supplies, fuel, and spare parts for such machinery and equipment) owned by the Contributing Member located on, or used at, the Property or otherwise used exclusively in connection with the Business (collectively, the "Personal Property");
(iii) All of the following owned by Contributing Member or exclusively issued or licensed to Contributing Member and used in connection with the operation of the Property: (1) trademarks, trade names, service marks and other intellectual property rights (including, without limitation, the name "Cottonwood Village" and any derivative thereof) (collectively, the "Intellectual Property"), (2) warranties and guaranties held by Contributing Member; (3) computer software used in connection with any computer systems located at the Property; (4) direct dial telephone numbers for the Property; and (5) all goodwill in connection with the ownership, operation and maintenance of the Property (collectively, the "Intangible Property");
(iv) To the extent transferable, all of Contributing Member's rights, claims, credits, causes of action, or rights of setoff against third parties relating to the Assets, including, without limitation, unliquidated rights under manufacturers' and vendors' warranties and guaranties but excluding all amounts representing reimbursements for items paid by Contributing Member (collectively, the "Claims");
(v) To the extent transferable, all leases and purchase money security agreements for any equipment, machinery, vehicles, furniture or other personal property located at the Property and used in the operation of the Property which are held by or on behalf of Contributing Member; all maintenance, service and supply contracts, and credit card service agreements; and all other contracts and agreements which are held by Contributing Member or its Affiliates in connection with the operation of the Business (collectively, the "Contracts"), together wit...
Contribution of the Assets. Subject to the terms and conditions of this Agreement, CNL hereby assigns, transfers, and delivers to the Company, as a contribution, all right, title, and interest of CNL in and to all of the following assets and properties (the “Assets”):
(i) The name “Xcorporeal, Inc.”; and
(ii) That certain Irrevocable Option Agreement dated August 11, 2006 by and among CNL, National Quality Care, Inc., a Delaware corporation (“NQCI”), and certain of the stockholders of NQCI (the “Option”).
Contribution of the Assets. (a) Subject to the terms and conditions of this Agreement, on the date that the conditions set forth in Section 4.1.3 of the Operating Agreement are met (the “Contribution Date”), Northstar hereby assigns, transfers, and delivers to the Company, as a contribution, free and clear of all title defects, objections, liens, pledges, claims, rights of first refusal, options, charges, security interests, mortgages, or other encumbrances of any nature whatsoever (collectively, “Encumbrances”) other than “Permitted Encumbrances” (as defined in Section 1.1(b) of this Agreement), all of the assets, properties, and business (excepting only the “Excluded Assets,” as defined in Section 1.2 of this Agreement) of every kind and description; wherever located; real, personal, or mixed; tangible or intangible; owned or held; or used primarily in the conduct of the Business by Northstar as the same shall exist on the Contribution Date including all assets and property shown on the “Contributed Business Balance Sheet” (as defined in Section 4.7 of this Agreement) (and not disposed of in the ordinary course of business) and all assets and property thereafter acquired by Northstar in respect of or used in the Business immediately prior to the Contribution Date (collectively, the “Assets”), and including, without limitation, all right, title, and interest of Northstar in, to, and under:
Contribution of the Assets. In consideration of and reliance upon the representations, warranties, covenants and agreements made herein by Textura, the Sellers and the Company, the following transfers shall occur on the Closing Date (collectively, the “Contribution”):
(a) Each Member shall irrevocably contribute, transfer, assign, convey and deliver to the Company all right, title and interest in and to such Members’ SE Units, free and clear of all Liens (the “Member Contribution”), and
(b) Textura shall irrevocably contribute, transfer, assign, convey and deliver to the Company Two Million Five Hundred Thousand Dollars ($2,500,000) in cash (the “Cash Payment”) and shall reserve the required number of authorized but unissued shares of Common Stock that will be issuable upon conversion in full of the Class A Preferred Units as contemplated in the Operating Agreement (collectively, the “Textura Contribution”).
(c) Textura shall irrevocably contribute, transfer, assign, convey and deliver to the creditors of SE set forth on Schedule 6.4(i) an aggregate of Four Hundred Two Thousand, Seven Hundred Seven Dollars and Eight Cents ($402,707.08) in cash to pay the SE Indebtedness in full as set forth on Schedule 6.4(i).
(d) All cash payments required by Section 2.1(b) and (c) shall be by wire transfer of immediately available federal funds to the applicable receiving Person at a bank account designated in writing by such Person no later than three (3) Business Days prior to the Closing.
Contribution of the Assets. Each Contributor hereby contributes, assigns, transfers, sets over and delivers to Rattler, for Rattler’s own use forever, all of such Contributor’s right, title and interest to and in the Assets, effective in each case as of the applicable Contribution Effective Date.
Contribution of the Assets. Upon the terms of this Agreement, the Company hereby transfers, conveys, assigns and distributes to Subsidiary all of the Company’s right, title and interest in and to all of the Assets, effective as of the date hereof.
Contribution of the Assets. On the terms and subject to the conditions of this Agreement, Transferor agrees to contribute, convey, transfer, assign and deliver to NOC all right, title and interest in and to all of the Assets, and NOC agrees to accept the contribution and receive the Assets from Transferor on the date hereof.
Contribution of the Assets. SVVC hereby assigns, transfers, contributes and conveys to FVI, absolutely and unconditionally, all of its right, title and interest in and to, and all Liabilities with respect to, the Assets (including all of the rights, interests, liabilities and obligations if any, under the agreements pursuant to which SVVC acquired the Assets) presently existing or hereafter at any time arising or accruing (including all rights to receive distributions of money, profits and other assets from or relating thereto), with effect as of the Effective Time.
Contribution of the Assets. (a) Subject to the terms and conditions of this Agreement, on the Contribution Date, Contributing Member agrees to assign, transfer and deliver to the Venture subject to the Permitted Encumbrances, and Blackstone Member agrees to cause the Venture to accept the following properties, interests, and assets (collectively, the "Assets"):
(i) The Property;
(ii) All fixtures, machinery, equipment, furnishings, vehicles, appliances, computer hardware, art work and other tangible property (including, without limitation, general operating inventory, maintenance and operating supplies, fuel, and spare parts for such machinery and equipment) owned by the Contributing Member located on, or used at, the Property or otherwise used exclusively in connection with the Business (collectively, the "Personal Property");
(iii) All of the following owned by Contributing Member or exclusively issued or licensed to Contributing Member and used in connection with the operation of the Property: (1) trademarks, trade names, service marks and other intellectual property rights (including, without limitation, the name "West Shores", "Villa Santa Barbara", "Crowne Point" and "The Harrison at Eagle Valley" xxx xxy derivative thereof) (collxxxxxxxx, the "Intellectual Property"), (2) warranties and guaranties held by Contributing Member; (iii) computer software used in connection with any computer systems located at the Property; (iv) direct dial telephone numbers for the Property; and (v) all goodwill in connection with the ownership, operation and maintenance of the Properties (collectively, the "Intangible Property");
