Common use of Contribution, Purchase and Sale Clause in Contracts

Contribution, Purchase and Sale. Subject to the conditions and on the terms contained in this Agreement: (a) Buyer agrees to acquire from Seller, and Seller agrees to sell, assign, transfer or otherwise contribute to Buyer (i) the Land and Improvements by the Deed, and (ii) all of Seller's right, title and interest in the balance of the Real Property. (b) Buyer agrees to acquire from Seller, and Seller agrees to sell, assign, convey or otherwise contribute to Buyer all of Seller's right, title and interest in and to the following items, free and clear of all liens, claims, encumbrances and restrictions of every kind and description, except for liens created by the Loan Documents and the Permitted Title Exceptions: (i) the Licenses and Permits, (ii) the Warranties and (iii) the Trade Names and Trademarks. (c) Buyer agrees to acquire from Seller, and Seller agrees to sell, convey, assign or otherwise contribute to Buyer, the FF&E (excluding specifically, however, the Consumables and the Inventory, which are hereby acknowledged not to be part of the Property being conveyed hereunder), by good and sufficient bill xx sale containing full warranties of title free and clear of all liens, claims, encumbrances and restrictions of every kind and description, except for the liens created by the Loan Documents and the Permitted Title Exceptions. (d) Nothing herein shall be deemed to be an agreement of Buyer to engage, or otherwise be responsible for, any employees of Seller, (it being understood that Buyer's acquisition of the Property hereunder shall not be deemed an acquisition of any of Seller's business operations currently being conducted at the Real Property, which business operations shall continue to be conducted by the "lessee" pursuant to the terms of the Property Lease described in Section 2.2 below). Moreover, except as specifically provided herein to the contrary, Buyer shall not assume, or become obligated with respect to, any liability or obligation of Seller. As a further consequence of the foregoing, none of the Consumables or Inventory is being sold or transferred to Buyer or being prorated between Seller and Buyer, nor are any of the Contracts, Leases, Bookings or Operating Permits being transferred to Buyer, but rather the "lessee" under the Property Lease will continue to operate each Resort pursuant thereto and shall, if the "Lessee" is Seller, retain its interest therein or if the "Lessee" is a different entity, then such entity shall succeed directly to Seller's interest therein or thereto.

Contribution, Purchase and Sale. Subject to the conditions and on the terms contained in this Agreement: (a) Buyer agrees On or prior to acquire from the date of this Agreement, ImmunoGen shall have contributed, assigned, transferred, conveyed and granted to the Seller, and the Seller agrees shall have, pursuant to sellthe terms of the Contribution Agreement, assignacquired and accepted from ImmunoGen, transfer or otherwise contribute to Buyer (i) the Land and Improvements by the Deed, and (ii) all of Seller's right, title and interest in the balance of the Real Property. (b) Buyer agrees to acquire from Seller, and Seller agrees to sell, assign, convey or otherwise contribute to Buyer all of Seller's ImmunoGen’s right, title and interest in and to the following itemsContributed Assets, free and clear of any and all liensLiens, claimsother than Permitted Liens (the “Contribution”). (b) Subject to the terms and conditions of this Agreement, encumbrances on the Closing Date, the Seller shall sell, contribute, assign, transfer, convey and restrictions of every kind and descriptiongrant to the Purchaser, except for liens created by the Loan Documents and the Purchaser shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to the Purchased Interest, free and clear of any and all Liens, other than Permitted Title Exceptions: (i) the Licenses and Permits, (ii) the Warranties and (iii) the Trade Names and TrademarksLiens. (c) Buyer agrees to acquire from SellerThe Selling Parties and the Purchaser intend and agree that the sale, assignment and transfer of the Purchased Interest under this Agreement shall be, and is, a true sale by the Seller agrees to sellthe Purchaser that is absolute and irrevocable and that provides the Purchaser with the full benefits of ownership of the Purchased Interest, conveyand neither the Selling Parties nor the Purchaser intends the transactions contemplated hereunder to be, assign or for any purpose (including tax purposes) characterized as, a loan from the Purchaser to Seller or a pledge or security agreement. Each Selling Party waives any right to contest or otherwise contribute assert that this Agreement is other than a true sale by Seller to Buyer, the FF&E (excluding specifically, however, the Consumables and the InventoryPurchaser under applicable law, which are hereby acknowledged not waiver shall be enforceable against the Selling Parties in any bankruptcy or insolvency proceeding relating to be part of the Property being conveyed hereunder), by good and sufficient bill xx sale containing full warranties of title free and clear of all liens, claims, encumbrances and restrictions of every kind and description, except for the liens created by the Loan Documents and the Permitted Title Exceptionsa Selling Party. (d) Nothing herein shall be deemed Each of the Selling Parties hereby consents to be an agreement the Purchaser recording and filing, at the Purchaser’s sole cost and expense, financing statements (and continuation statements with respect to such financing statements when applicable) meeting the requirements of Buyer applicable law in such manner and in such jurisdictions as are necessary or appropriate to engage(i) evidence or perfect (x) the contribution, or otherwise be responsible forassignment, any employees of transfer, conveyance and grant by ImmunoGen to the Seller, (it being understood that Buyer's and the acquisition and acceptance by the Seller from ImmunoGen, of the Property hereunder shall not be deemed an acquisition of any of Seller's business operations currently being conducted at Contributed Assets, and (y) the Real Propertysale, which business operations shall continue to be conducted assignment, transfer, conveyance and grant by the "lessee" pursuant Seller to the terms of the Property Lease described in Section 2.2 below). Moreover, except as specifically provided herein to the contrary, Buyer shall not assume, or become obligated with respect to, any liability or obligation of Seller. As a further consequence of the foregoing, none of the Consumables or Inventory is being sold or transferred to Buyer or being prorated between Seller and Buyer, nor are any of the Contracts, Leases, Bookings or Operating Permits being transferred to Buyer, but rather the "lessee" under the Property Lease will continue to operate each Resort pursuant thereto and shall, if the "Lessee" is Seller, retain its interest therein or if the "Lessee" is a different entity, then such entity shall succeed directly to Seller's interest therein or thereto.the

Contribution, Purchase and Sale. (a) Subject to the terms and conditions and of this Agreement, on the terms contained in this Agreement: (a) Buyer agrees to acquire from SellerClosing Date, and Seller agrees to the Original Purchaser shall sell, contribute, assign, transfer or otherwise contribute transfer, convey and grant to Buyer (i) the Land and Improvements by the DeedPurchaser, and (ii) the Purchaser shall purchase, acquire and accept from the Original Purchaser, all of Seller's right, title and interest in the balance of the Real Property. (b) Buyer agrees to acquire from Seller, and Seller agrees to sell, assign, convey or otherwise contribute to Buyer all of Seller's Original Purchaser’s right, title and interest in and to the following itemsCapped Interest, free and clear of any and all liensLiens, claimsother than Permitted Liens. Subject to the terms and conditions of this Agreement, encumbrances effective immediately upon the Closing, the security interests granted to the Original Purchaser by each of the Selling Parties pursuant to Section 2.01(f) of the 2015 Royalty Purchase Agreement shall be deemed to have been automatically released and restrictions of every kind and descriptionterminated, except for liens created by the Loan Documents and the Original Purchaser shall file UCC termination statements with respect thereto. (b) Subject to the terms and conditions of this Agreement, on the Closing Date, the Seller shall sell, contribute, assign, transfer, convey and grant to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to the Reversionary Interest, free and clear of any and all Liens, other than Permitted Title Exceptions: (i) the Licenses and Permits, (ii) the Warranties and (iii) the Trade Names and TrademarksLiens. (c) Buyer agrees The Original Purchaser, the Selling Parties and the Purchaser intend and agree that the sale, assignment and transfer of the Capped Interest and the Reversionary Interest to acquire from Purchaser under this Agreement shall be, and is, a true sale by the Original Purchaser, on the one hand, and the Seller, on the other hand, to the Purchaser that is absolute and Seller agrees irrevocable and that provides the Purchaser with the full benefits of ownership of the Purchased Interest. The Original Purchaser, on the one hand, and each Selling Party, on the other hand, waives any right to sell, convey, assign contest or otherwise contribute to Buyerassert that this Agreement is other than a true sale by the Original Purchaser, on the FF&E (excluding specificallyone hand, however, the Consumables and the InventorySeller, on the other hand, to the Purchaser under applicable bankruptcy law, which are hereby acknowledged not waiver shall be enforceable to be part the fullest extent permitted by law against the Original Purchaser and the Selling Parties in any bankruptcy or insolvency proceeding relating to the Original Purchaser and each Selling Party, as the case may be. Each Selling Party waives any right to contest the validity of the Property being conveyed hereunder)sale, by assignment and transfer of the Capped Interest to the Original Purchaser pursuant to the 2015 Royalty Purchase Agreement or to otherwise assert that the Original Purchaser did not acquire good and sufficient bill xx sale containing full warranties of valid title to the Capped Interest free and clear of all liensLiens other than Permitted Liens (as defined in the 2015 Royalty Purchase Agreement) as of the Original 2015 Closing Date, claims, encumbrances and restrictions of every kind and description, except for which waiver shall be enforceable to the liens created fullest extent permitted by law against the Loan Documents and the Permitted Title ExceptionsSelling Parties in any bankruptcy or insolvency proceeding relating to each Selling Party. (d) Nothing herein shall be deemed The Original Purchaser and each of the Selling Parties hereby consents to the Purchaser recording and filing, at the Purchaser’s sole cost and expense, financing statements (and continuation statements with respect to such financing statements when applicable) meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary or appropriate to (i) evidence or perfect the sale, assignment, transfer, conveyance and grant by the Original Purchaser and the Seller to the Purchaser, and the purchase, acquisition and acceptance by the Purchaser from the Original Purchaser and Seller, of the Capped Interest and the Reversionary Interest, respectively, and (ii) perfect the security interest in the Capped Interest and Reversionary Interest granted by the Original Purchaser and the Selling Parties, respectively, to the Purchaser pursuant to Section 2.01(e). (e) Notwithstanding that the Original Purchaser, the Selling Parties and the Purchaser expressly intend for the sale, contribution, assignment, transfer, conveyance and granting of the Capped Interest and Reversionary Interest to Purchaser to be an agreement of Buyer a true, complete, absolute and irrevocable sale and assignment, in the event that any transfer contemplated by this Agreement is held not to engagebe a sale, or otherwise be responsible for, any employees of Seller, (it being understood that Buyer's acquisition each of the Property hereunder shall not be deemed an acquisition of any of Seller's business operations currently being conducted at Original Purchaser and the Real PropertySelling Parties hereby assigns, which business operations shall continue to be conducted by the "lessee" pursuant conveys, grants and pledges to the terms Purchaser, as security for its obligations created hereunder, a security interest in and to all of the Property Lease described in Section 2.2 below). MoreoverOriginal Purchaser’s and such Selling Party’s right, except as specifically provided herein title and interest in, to the contrary, Buyer shall not assume, or become obligated with respect to, any liability or obligation of Seller. As a further consequence of the foregoing, none of the Consumables or Inventory is being sold or transferred to Buyer or being prorated between Seller and Buyer, nor are any of the Contracts, Leases, Bookings or Operating Permits being transferred to Buyer, but rather the "lessee" under the Property Lease will continue to operate each Resort pursuant thereto Capped Interest and shallReversionary Interest, if respectively, whether now owned or hereafter acquired, and any proceeds (as such term is defined in the "Lessee" is SellerUCC) thereof and, retain its interest therein or if the "Lessee" is solely in such event, this Agreement shall constitute a different entity, then such entity shall succeed directly to Seller's interest therein or theretosecurity agreement.

Contribution, Purchase and Sale. Subject to the conditions and on the terms contained in this Agreement: (a) Buyer agrees On or prior to acquire from the Closing Date, Depomed shall have contributed, assigned, transferred, conveyed and granted to the Seller, and the Seller agrees shall have, pursuant to sellthe terms of the Contribution Agreement, assignacquired and accepted from Depomed, transfer or otherwise contribute to Buyer (i) the Land and Improvements by the Deed, and (ii) all of Seller's right, title and interest in the balance of the Real Property. (b) Buyer agrees to acquire from Seller, and Seller agrees to sell, assign, convey or otherwise contribute to Buyer all of Seller's rightDepomed’s rights, title and interest in and to the following itemsContributed Assets, free and clear of any and all liensLiens, claimsother than Permitted Liens (the “Contribution”). (b) Subject to the terms and conditions of this Royalty Purchase and Sale Agreement, encumbrances on the Closing Date, the Seller hereby sells, assigns, transfers, conveys and restrictions of every kind and descriptiongrants to the Purchaser, except for liens created by the Loan Documents and the Purchaser hereby purchases, acquires and accepts from the Seller, all of the Seller’s rights, title and interest in and to the Subject Assets, free and clear of any and all Liens, other than Permitted Title Exceptions: (i) the Licenses and Permits, (ii) the Warranties and (iii) the Trade Names and TrademarksLiens. (c) Buyer agrees to acquire from SellerThe Selling Parties and the Purchaser intend and agree that the sale, assignment, transfer, conveyance and granting of the Subject Assets under this Royalty Purchase and Sale Agreement shall be, and are, a true, complete, absolute and irrevocable assignment and sale by the Seller agrees to sellthe Purchaser of the Subject Assets that is absolute and irrevocable and that such assignment and sale shall provide the Purchaser with the full benefits of ownership of the Subject Assets. Neither the Selling Parties, conveyon the one hand, assign nor the Purchaser, on the other, intends the transactions contemplated hereby to be, or for any purpose characterized as, a loan from the Purchaser to the Seller or a pledge or assignment or a security agreement. Each Selling Party waives any right to contest or otherwise contribute assert that this Royalty Purchase and Sale Agreement does not constitute a true, complete, absolute and irrevocable sale and assignment by the Seller to Buyer, the FF&E (excluding specifically, however, Purchaser of the Consumables and the InventorySubject Assets under Applicable Law, which are hereby acknowledged not to waiver shall be part enforceable against the Selling Parties in any Bankruptcy Event in respect of a Selling Party. The sale, contribution, assignment, transfer, conveyance and granting of the Property being conveyed hereunderSubject Assets shall be reflected on the Selling Parties’ financial statements and other records as a sale of assets to the Purchaser (except to the extent GAAP or the rules of the SEC require otherwise with respect to Depomed’s consolidated financial statements), by good and sufficient bill xx sale containing full warranties of title free and clear of all liens, claims, encumbrances and restrictions of every kind and description, except for the liens created by the Loan Documents and the Permitted Title Exceptions. (d) Nothing herein shall be deemed Each of the Selling Parties hereby authorizes the Purchaser or its designee to execute, record and file, and consents to the Purchaser or its designee executing, recording and filing, at the Purchaser’s sole cost and expense, financing statements in the appropriate filing offices under the UCC (and continuation statements with respect to such financing statements when applicable), and amendments thereto or assignments thereof, in such manner and in such jurisdictions as are necessary or appropriate (i) to evidence or perfect (x) the sale, contribution, assignment, transfer, conveyance and grant by Depomed to the Seller, and the acquisition and acceptance by the Seller from Depomed, of the Contributed Assets, and (y) the sale, assignment, transfer and conveyance by the Seller to the Purchaser, and the purchase, acquisition and acceptance by the Purchaser from the Seller, of the Subject Assets and (ii) to perfect the security interest in the Contributed Assets granted by the Selling Parties to the Purchaser pursuant to Section 2.1(e). (e) Notwithstanding that the Selling Parties and the Purchaser expressly intend for the sale, contribution, assignment, transfer, conveyance and granting of the Subject Assets to be an agreement of Buyer a true, complete, absolute and irrevocable sale and assignment, in the event that any transfer contemplated by this Royalty Purchase and Sale Agreement is held not to engagebe a sale, or otherwise be responsible for, any employees of Seller, (it being understood that Buyer's acquisition each of the Property hereunder shall not be deemed an acquisition of any of Seller's business operations currently being conducted at the Real PropertySelling Parties hereby assigns, which business operations shall continue to be conducted by the "lessee" pursuant conveys, grants and pledges to the terms Purchaser, as security for its obligations created hereunder, a security interest in and to all of the Property Lease described in Section 2.2 below). Moreoversuch Selling Party’s right, except as specifically provided herein title and interest in, to the contrary, Buyer shall not assume, or become obligated with respect to, any liability or obligation of Seller. As a further consequence of the foregoing, none of the Consumables or Inventory is being sold or transferred to Buyer or being prorated between Seller and Buyer, nor are any of the Contracts, Leases, Bookings or Operating Permits being transferred to Buyer, but rather the "lessee" under the Property Lease will continue to operate each Resort pursuant thereto Contributed Assets, whether now owned or hereafter acquired, and shallany proceeds (as such term is defined in the UCC) thereof and, if the "Lessee" is Sellersolely in such event, retain its interest therein or if the "Lessee" is this Royalty Purchase and Sale Agreement shall constitute a different entity, then such entity shall succeed directly to Seller's interest therein or theretosecurity agreement.

Contribution, Purchase and Sale. Subject to the conditions and on the terms contained in this Agreement: (a) Buyer agrees On or prior to acquire from the date of this Agreement, ImmunoGen shall have contributed, assigned, transferred, conveyed and granted to the Seller, and the Seller agrees shall have, pursuant to sellthe terms of the Contribution Agreement, assignacquired and accepted from ImmunoGen, transfer or otherwise contribute to Buyer (i) the Land and Improvements by the Deed, and (ii) all of Seller's right, title and interest in the balance of the Real Property. (b) Buyer agrees to acquire from Seller, and Seller agrees to sell, assign, convey or otherwise contribute to Buyer all of Seller's ImmunoGen’s right, title and interest in and to the following itemsContributed Assets, free and clear of any and all liensLiens, claimsother than Permitted Liens (the “Contribution”). (b) Subject to the terms and conditions of this Agreement, encumbrances on the Closing Date, the Seller shall sell, contribute, assign, transfer, convey and restrictions of every kind and descriptiongrant to the Purchaser, except for liens created by the Loan Documents and the Purchaser shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to the Purchased Interest, free and clear of any and all Liens, other than Permitted Title Exceptions: (i) the Licenses and Permits, (ii) the Warranties and (iii) the Trade Names and TrademarksLiens. (c) Buyer agrees to acquire from SellerThe Selling Parties and the Purchaser intend and agree that the sale, assignment and transfer of the Purchased Interest under this Agreement shall be, and is, a true sale by the Seller agrees to sellthe Purchaser that is absolute and irrevocable and that provides the Purchaser with the full benefits of ownership of the Purchased Interest, conveyand neither the Selling Parties nor the Purchaser intends the transactions contemplated hereunder to be, assign or for any purpose (including tax purposes) characterized as, a loan from the Purchaser to Seller or a pledge or security agreement. Each Selling Party waives any right to contest or otherwise contribute assert that this Agreement is other than a true sale by Seller to Buyer, the FF&E (excluding specifically, however, the Consumables and the InventoryPurchaser under applicable law, which are hereby acknowledged not waiver shall be enforceable against the Selling Parties in any bankruptcy or insolvency proceeding relating to be part of the Property being conveyed hereunder), by good and sufficient bill xx sale containing full warranties of title free and clear of all liens, claims, encumbrances and restrictions of every kind and description, except for the liens created by the Loan Documents and the Permitted Title Exceptionsa Selling Party. (d) Nothing herein shall be deemed Each of the Selling Parties hereby consents to be an agreement the Purchaser recording and filing, at the Purchaser’s sole cost and expense, financing statements (and continuation statements with respect to such financing statements when applicable) meeting the requirements of Buyer applicable law in such manner and in such jurisdictions as are necessary or appropriate to engage(i) evidence or perfect (x) the contribution, or otherwise be responsible forassignment, any employees of transfer, conveyance and grant by ImmunoGen to the Seller, (it being understood that Buyer's and the acquisition and acceptance by the Seller from ImmunoGen, of the Property hereunder shall not be deemed an acquisition of any of Seller's business operations currently being conducted at Contributed Assets, and (y) the Real Propertysale, which business operations shall continue to be conducted assignment, transfer, conveyance and grant by the "lessee" Seller to the Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the terms Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Property Lease described Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED Purchaser, and the purchase, acquisition and acceptance by the Purchaser from Seller, of the Purchased Interest and (ii) perfect the security interest in Section 2.2 below). Moreover, except as specifically provided herein the Purchased Interest granted by the Selling Parties to the contrary, Buyer shall not assume, or become obligated with respect to, any liability or obligation of Seller. As a further consequence Purchaser pursuant to Section 2.01(f). (e) The Selling Parties intend for the conveyance to the Purchaser of the foregoing, none Purchased Interest to be reflected on the Selling Parties’ balance sheets and other financial statements as a sale of the Consumables or Inventory is being sold or transferred Purchased Interest to Buyer or being prorated between Seller the Purchaser and Buyer, nor are any shall be reflected on the Purchaser’s balance sheet and other financial statements as a purchase of the ContractsPurchased Interest from Seller. (f) Notwithstanding that the Selling Parties and the Purchaser expressly intend for the sale, Leasescontribution, Bookings or Operating Permits being transferred assignment, transfer, conveyance and granting of the Purchased Interest to Buyerbe a true, but rather complete, absolute and irrevocable sale and assignment, in the "lessee" event that any transfer contemplated by this Agreement is held not to be a sale, each of the Selling Parties hereby assigns, conveys, grants and pledges to the Purchaser, as security for its obligations created hereunder, a security interest in and to all of such Selling Party’s right, title and interest in, to and under the Property Lease will continue to operate each Resort pursuant thereto Purchased Interest, whether now owned or hereafter acquired, and shallany proceeds (as such term is defined in the UCC) thereof and, if the "Lessee" is Sellersolely in such event, retain its interest therein or if the "Lessee" is this Agreement shall constitute a different entity, then such entity shall succeed directly to Seller's interest therein or theretosecurity agreement.