Contribution of the Contributed Assets Sample Clauses

Contribution of the Contributed Assets. On the terms and subject to the conditions of this Agreement, ACM shall transfer, assign, convey and deliver to ARLP all right, title and interest in and to the Contributed Assets and ARLP shall issue the Partnership Units and the Warrants to ACM.
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Contribution of the Contributed Assets. At the Closing, on the terms and subject to the conditions of this Agreement, (a) Azure shall cause its Subsidiaries to contribute, transfer, convey and deliver to certain Subsidiaries of Xxxxxx all of Azure’s and its Subsidiaries’ right, title and interest in and to the Contributed Assets, free and clear of all Liens (other than Permitted Liens), in exchange for the consideration set forth in Section 2.2 and (b) Xxxxxx and its Subsidiaries shall purchase, assume and accept the Contributed Assets and the TGG Assumed Liabilities with respect thereto.
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Contribution of the Contributed Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Contributor shall contribute, assign, transfer, convey and deliver, as a contribution to Company, and Company shall acquire and accept from Contributor, free and clear of Liens except for GP Permitted Liens, the entire right, title and interest of Contributor, to and under all of the assets, properties, contracts and rights of every kind and description, real, personal and mixed, tangible and intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, wherever situated, of Contributor other than the Excluded Assets (the “Contributed Assets”). The Contributed Assets include, without limitation, the following assets, properties and rights: (a) all cash, cash equivalents and bank accounts of Contributor; (b) all Equipment including the Equipment set forth on Schedule 2.1(b); (c) all Transferred Intellectual Property, including the Names; (d) all Contracts that are set forth on Schedule 2.1(d) (the “Assigned Contracts”); (e) all Accounts Receivable, including the Accounts Receivable set forth on Schedule 2.1(e); (f) all Books and Records, except as contemplated by Section 2.2(b); (g) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or Equipment, or components thereof, arising from or relating to the other Contributed Assets or the Assumed Liabilities; (h) all insurance benefits, including rights and proceeds, arising from or relating to the other Contributed Assets or the Assumed Liabilities; (i) all prepaid expenses; (j) all security deposits, exxxxxx deposits and all other forms of deposit or security placed with or by Contributor for the performance of an Assigned Contract; (k) one hundred percent (100%) of the equity securities and ownership interest in the Subsidiaries of Contributor listed on Section 4.1(b) of the GP Disclosure Schedule; (l) all goodwill of the Business; (m) the GP Benefit Plans (other than Contributor’s Stock Option Plan) and (n) all other assets of Contributor relating to the Business.
Sample 1
Contribution of the Contributed Assets. On and subject to the terms and conditions of this Agreement, at the Closing, SSH agrees to contribute, convey, transfer, irrevocably assign and deliver to the Operating Partnership the assets set forth on, or described in, Schedule 1.1 (collectively, the “Contributed Assets”), in exchange for the Contribution Value, except as provided herein, free and clear of all Encumbrances, and at the Closing, the Operating Partnership agrees to accept contribution of, the Contributed Assets and assume the Assumed Liabilities, if any, in exchange for the Contribution Value.
Sample 1
Contribution of the Contributed Assets. On and subject to the terms and conditions of this Agreement, at the Closing, GCC and GC LLC each agree to contribute, convey, transfer, irrevocably assign and deliver to the Contributee the assets set forth on, or described in, Schedule 1.1 (collectively, the “Contributed Assets”), in exchange for the Contribution Value, except as provided herein, free and clear of all Encumbrances, and at the Closing, the Contributee agrees to accept contribution of the Contributed Assets and assume the Assumed Liabilities, if any, in exchange for the Contribution Value.
Sample 1
Contribution of the Contributed Assets. At the Closing, the Company shall acquire from Parent, and Parent shall contribute, transfer, convey, assign and deliver to the Company, the Contributed Assets on a going concern basis, free and clear of all Liens or claims, other than Permitted Liens.
Sample 1
Contribution of the Contributed Assets. Subject to the terms and conditions of this Agreement and concurrently with, the closing of the Purchase Agreement, at the Closing, the Assignor shall contribute, transfer, assign, deliver and convey, to the Company all of the Assignor’s right, title and interest in and to the Contributed Assets set forth in Exhibit A and all rights of action, power and benefit belonging to or accruing from the Contributed Assets including the right to undertake proceedings to recover past and future damages and claim all other relief in respect of any acts of infringement thereof whether such acts shall have been committed before or after the date of this assignment, the same to be held and enjoyed by said Company, for its own use and benefit and the use and benefit of its successors, legal representatives and assigns, as fully and entirely as the same would have been held and enjoyed by the Assignor, had this assignment not been made.
Sample 1
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Contribution of the Contributed Assets. On and subject to the terms and conditions of this Agreement, at the Closing, the Contributor agrees to contribute, convey, transfer, irrevocably assign and deliver to the Contributee the assets specifically set forth on, or specifically described in, Schedule 1.1 (collectively, the “Contributed Assets”), free and clear of all Encumbrances (other than Permitted Encumbrances) in exchange for the Contribution Value, and at the Closing, the Contributee agrees to accept contribution of the Contributed Assets and assume the Assumed Liabilities, if any, in exchange for the Contribution Value.
Sample 1
Contribution of the Contributed Assets. On and subject to the terms and conditions of this Agreement, prior to the Closing, and in no event less than one (1) Business Day prior to the Daisho Spin-Off (the “Transfer Date”) the Contributor agrees to cause the employment of the Continuing Employees to be transferred to NewCo on the terms and conditions set forth in Section 5.3(a), and to contribute, convey, transfer, irrevocably assign and deliver to NewCo the membership interests in the Contributed Subsidiaries and those assets specifically set forth on, or specifically described in, Schedule 1.1(a) (collectively, the “Contributed Assets”), free and clear of all Liens (other than Permitted Liens), and at the Closing, NewCo agrees to accept the employment of the Continuing Employees and the contribution of the Contributed Assets and assume the Assumed Liabilities, if any.
Sample 1

Related to Contribution of the Contributed Assets

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • 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.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • 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.

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • 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.

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