Contributions of Assets Sample Clauses

Contributions of Assets. All personal property used by the Contributing Parties in the operation and management of the Property including but not limited to that listed on Schedule 4.6 will be transferred to BNP in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property owned by the Contributors or Constituent Partnerships and used in the operation and management of the Properties will be transferred to the Operating Partnership in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property used by the Contributing Parties in the operation and management of the Property including but not limited to that listed on Schedule
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Contributions of Assets. All personal property used in the operation and management of the Properties including but not limited to that listed on Schedule 4.6 will be transferred to the Operating Partnership in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property used by the Chrysson Parties in the operation and management of the Properties including but not limited to that listed on SCHEDULE 4.6 will be transferred to Boddie-Noell in conjunction with the Closing and as partial considexxxxxx xxx xhe transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property used in the operation and management of the Properties including but not limited to that listed on SCHEDULE 4.6 will be transferred to Carolina in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. CLOSING 16 2.1 Assets to be Contributed 16 2.2 Excluded Assets 18 2.3 Consideration 19 2.4 Liabilities. 19 2.5 Allocation 21 2.6 Closing 21 2.7 Closing Obligations 21 2.8 Adjustments to Closing Cash Payment. 23 2.9 Earn-Out Payments 26 2.10 Consents. 26 2.11 Escrow 27 2.12 Seller’s Representative 27 3. REPRESENTATIONS AND WARRANTIES OF SELLER 28 3.1 Organization and Good Standing 28 3.2 Power and Authority; Enforceability; No Conflict; Capitalization; Subsidiaries 28 3.3 Financial Statements 29 3.4 Books and Records 30 3.5 Condition of Assets 30 3.6 Related Party Transactions 30 3.7 Real Property. 30 3.8 Title to Assets; Encumbrances. 32 3.9 Accounts Payable 32 3.10 Accounts Receivable 33 3.11 Inventories 33 3.12 No Undisclosed Liabilities 33 3.13 Tax Matters 33 3.14 Broker Fees 35 3.15 Employee Benefits. 35
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Contributions of Assets. (a) From time to time, subject to the terms and conditions of this Agreement, OMEX agrees to provide or cause to be provided to OML (and/or any of OML’s Subsidiaries as directed by OML and reflected in a Contribution Request): (i) certain property and other assets (the “Contributed Property”) in exchange for Contribution Units; and (ii) certain services (the “Contributed Services,” and together with the Contributed Property, the “Contributed Assets”) in exchange for Contribution Units. (iii) Exhibit A to this Agreement sets forth the Contributed Services and the associated Cost of OMEX Services of such Contributed Services. (b) If OML desires to receive a Contributed Asset, it shall send a request to OMEX in the form attached hereto as Exhibit B (each such request, a “Contribution Request”) setting forth in detail the requested Contributed Asset, the business purpose for the request, the proposed use of the Contributed Asset and the date or dates by which OML is seeking to receive such Contributed Asset. OML shall provide any supplementary information related thereto that OMEX requests from time to time related to any Contribution Request. (c) Following OMEX’s receipt of the Contribution Request and any additional information that OMEX requests thereafter from OML associated with such Contribution Request, OMEX will notify OML within a reasonable time whether it intends to provide the Contributed Asset that is the subject of the Contribution Request or whether it proposes to modify any portion of the Contribution Request (with respect to scope, timing or otherwise) prior to agreeing to provide the requested Contributed Asset. If OMEX proposes to modify any portion of the Contribution Request, the Parties shall work together in good faith to agree on the terms of any such modifications within a reasonable time. (d) The Parties shall work together in good faith and, within a reasonable time, determine and agree on a Fair Market Value or Cost of Odyssey Service, as applicable, and shall document such Fair Market Value or Cost of Odyssey Service, as applicable, on the Contribution Request associated with the Contributed Asset.
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Contributions of Assets 
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Related to Contributions of Assets

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • 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.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase: 1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.

  • Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.

  • Dispositions of Assets or Subsidiaries Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including without limitation any sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests) (collectively, any such transaction, a “Disposition”), except: (i) Dispositions involving the sale of inventory or investments in the ordinary course of business or the lease or license of goods or intellectual property in the ordinary course of business; (ii) any Disposition of assets (including without limitation intellectual property) in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Unregulated Subsidiary’s business; (iii) Dispositions (a) by a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (iv) any Disposition of assets in the ordinary course of business which are replaced by substitute assets acquired or leased; (v) the issuance of shares of capital stock of the Borrower, and the issuance of shares of capital stock of (a) a Subsidiary that is not a Loan Party to a Loan Party, (b) among Loan Parties, or (c) among Subsidiaries that are not Loan Parties; (vi) any Disposition of assets or capital stock of any Inactive Subsidiary of the Borrower; (vii) Dispositions also constituting (a) Investments permitted under Section 8.2.4 [Loans or Investments], (b) Restricted Payments permitted under Section 8.2.13 [Restricted Payments], or (c) transactions permitted under clauses (i) or (ii) of Section 8.2.5 [Liquidations, Mergers, Consolidations, Acquisitions]; (viii) any Disposition of assets or capital stock of any Project Subsidiary, provided that (a) the Loan Parties are simultaneously released from any recourse Indebtedness related to such Project Subsidiary, and (b) the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such Disposition; (ix) any Permitted Wind/Solar Transaction, so long as the Borrower is in compliance with Section 8.2.16 [Maximum Leverage Ratio] both before and after such transaction, or any other Off-Balance Sheet Financing permitted by Section 8.

  • Liquidation of Assets (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

  • Segregation of Assets The Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof.

  • Distributions of Cash Flow Cash flow for each taxable year of the Company shall be distributed to the Member at such times and in such amounts as the Member shall determine.

  • VALUATION OF ASSETS For all purposes of this Agreement, including, without limitation, the determination of the Net Asset Value per Unit of each Class, the assets of this FuturesAccess Fund shall be valued according to the following principles: (a) The Net Assets of this FuturesAccess Fund are its assets less its liabilities determined in accordance with generally accepted accounting principles and as described below. Accrued Performance Fees (as described in the Disclosure Document) shall reduce Net Asset Value, even though such Performance Fees may never, in fact, be paid. (b) For the avoidance of doubt, the Sponsor shall, in general, apply the following principles in valuing this FuturesAccess Fund’s assets: (i) commodity interests and currency interests which are traded on a United States exchange shall be valued at their settlement on the date as of which the values are being determined; (ii) commodity interests and currency interests not traded on a United States exchange shall be valued based upon policies established by the Sponsor, generally based on prices as reported by any reliable source selected by the Sponsor, consistently applied for each variety of interest; (iii) swap agreements shall be valued in the good faith discretion of the Sponsor based on quotations received from dealers deemed appropriate by the Sponsor; (iv) bank and other interest-bearing accounts, Treasury bills and other short-term, interest-bearing instruments shall be valued at cost plus accrued interest; (v) securities which are traded on a national securities exchange shall be valued at their closing price on the date as of which their value is being determined on the national securities exchange on which such securities are principally traded or on a consolidated tape which includes such exchange, whichever shall be selected by the Sponsor, or, if there is no closing price on such date on such exchange or consolidated tape, at the prior day’s closing price; (vi) securities not traded on a national securities exchange but traded over-the-counter shall be valued based on prices as reported by any reliable source selected by the Sponsor; (vii) money-market funds shall be valued at their net asset value on the date as of which their value is being determined; (viii) if on the date as of which any valuation is being made, the exchange or market herein designated for the valuation of any given assets is not open for business, the basis for valuing such assets shall be such value as the Sponsor may deem fair and reasonable; Aspect FuturesAccess LLC

  • Capital Contributions and Distributions The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.

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