Conveyance of Interest. Upon the Closing Date, assuming the satisfaction of or waiver of all conditions set forth in Article IV hereof, all of the Contributing Partner's right, title and interest in and to the Limited Partner Interests will be transferred to the Partnership.
Conveyance of Interest. Upon execution and delivery of this Agreement, all of the Interests will be transferred to the Trust.
Conveyance of Interest. Upon the Closing Date, all of IPT's right, title and interest in and to the Interests will be transferred to the Partnership.
Conveyance of Interest. The Assignor by these presents does hereby convey, transfer and assign to the Assignee, its legal representatives, successors and assigns, free and clear of all liens, claims and encumbrances, all of the Assignor’s right, title and interest in, to and under, the Transferred Interest, effective as of the Effective Date. Effective as of the Effective Date, (i) the Assignee is hereby admitted as a member of the Company with respect to the Transferred Interest, (ii) the Assignor hereby continues as a member of the Company holding 60% of the limited liability company interests in the Company, and (iii) the Company is hereby continued without dissolution. This assignment is made subject to (a) all conditions and restrictions imposed by the LLC Agreement, if any, upon the assignment contemplated hereby; (b) all conditions and restrictions imposed by the LLC Agreement, if any, on the right of the Assignee to become a member in the Company or to exercise any rights under the LLC Agreement; and (c) with respect to the Transferred Interest, all of Assignor’s obligations to the Company and its members under the LLC Agreement and all liens or security interests created in the LLC Agreement to secure the performance thereof.
Conveyance of Interest. Upon the terms and subject to the conditions set forth in this Agreement, Assignor hereby agrees to sell at the Closing (as hereinafter defined), and Assignee hereby agrees to purchase at the Closing, all of Assignor’s rights, title and interest in and to all of the following property (collectively, the “Transferred Property”):
(a) the Interest; and
(b) all of Assignor’s rights under or in respect of the Operating Agreement that relate to the Interest, including but not limited to any right to (i) allocations of profit and losses as set forth in Article 8, and (ii) distributions as set forth in Article 9 (the “Assigned Rights”); and
(c) the consulting fees, if any, due Assignor pursuant to the Consulting Agreement between Nevada Gold – Vxxxxx Xxxxx, Inc., Assignor and Vxxxxx Xxxxx Acquisition, LLC dated in or about May, 2006 and the Consulting Agreement between Nevada Gold – Tioga Downs, Inc., Assignor and Tioga Downs Racetrack, LLC dated in or about May, 2006 (the “Consulting Fees”). in each case, free and clear of all liens, pledges, claims, security interests, encumbrances, charges, restrictions or limitations of any kind, whether arising by agreement, operation of law or otherwise (collectively, “Liens”). The Interest (and the corresponding Assigned Rights and Consulting Fees) shall be sold to the Assignee as follows: (i) 50% of the Interest (and the corresponding Assigned Rights and Consulting Fees) to be sold to and purchased by Southern; and (ii) 50% of the Interest (and the corresponding Assigned Rights and Consulting Fees) to be sold to and purchased by Oneida.
Conveyance of Interest. In consideration of the payment by Lessor of the amount specified herein as the Total Invoice Cost of the items of Equipment listed on the Schedule of Equipment attached hereto, the receipt and sufficiency of which are hereby acknowledged, Lessee does hereby convey, assign, transfer and set over to Lessor an interest in such Equipment, together with whatever claims and rights Lessee may have against the manufacturer and/or supplier of such Equipment, including (but not limited to) all warranties with respect thereto. The conveyance contemplated hereby is solely for the purpose of granting to Lessor a security interest in the Equipment. All Equipment in which an interest is conveyed hereby shall remain in the possession of Lessee pursuant to the Lease. Lessee represents and warrants that: (a) Lessee has good and marketable title to such Equipment conveyed hereunder and does hereby transfer an interest therein free and clear of any and all encumbrances, liens, charges or defects; (b) the sale of such Equipment (1) has been duly authorized by all necessary action on the part of Lessee, (2) does not require the consent of any stockholder, member, trustee or holders of any indebtedness of Lessee, except such as have been duly obtained, and (3) does not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the organizational documents of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; and (c) no filing or recordation must be made, no notice must be given, and no other action must be taken with respect to any state or local jurisdiction, or any person, in order to preserve to Lessor all the rights transferred hereby.
Conveyance of Interest. For and in consideration of Ten Dollars ($10.00) cash and other good and valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby GRANTS, BARGAINS, SELLS, CONVEYS, ASSIGNS, SETS OVER and DELIVERS unto Grantee, as a production payment (the "Production Payment"), a limited term interest in each of the Subject Interests and in and to the Oil in and under and that may be produced and saved from the Subject Interests equal to the respective Production Payment Interest applicable to each Subject Interest but not to exceed during any Month the Subject Quantity of the first Oil produced and saved from all of the Subject Interests during such Month, together with all and singular the rights and appurtenances thereto in anywise belonging. TO HAVE AND TO HOLD the Production Payment unto Grantee, its successor and assigns forever, subject to the following terms, provisions and conditions.
Conveyance of Interest. The Assignor by these presents does hereby convey, transfer and assign to the Assignee, its legal representatives, successors and assigns, free and clear of all liens, claims and encumbrances, all of the Assignor’s right, title and interest in, to and under, any and all equity or ownership interest, right or privilege in the Company, including without limitation, all of the Assignor’s right, title and interest in and to the LLC Interest, effective as of the Effective Date. [Effective as of the Effective Date, (i) the Assignee is hereby admitted as a member of the Company with respect to the LLC Interest, (ii) immediately following such admission, the Assignor hereby ceases to be a member of the Company, (iii) La Grange Acquisition, L.P. hereby continues as a member of the Company holding 40% of the limited liability company interests in the Company, and (iv) the Company is hereby continued without dissolution.]12 [Effective as of the Effective Date, (i) the Assignee is hereby admitted as a member of the Company holding 100% of the limited liability company interests in the Company, (ii) immediately following such admission, the Assignor hereby ceases to be a member of the Company, and (iii) the Company is hereby continued without dissolution.]13 [For the avoidance of doubt, following the assignment by the Assignor of the LLC Interest hereunder, the Assignor shall no longer be a “Member,” have a “Sharing Ratio,” have any “Voting Rights,” own any “Units” or otherwise have any rights under the limited liability company agreement of the Company or with respect to the Company, all such rights and interests being vested in the Assignee. The Assignor shall surrender to the Company any certificates outstanding representing the LLC Interest, and the transactions contemplated hereby shall be recorded upon the ledger books of the Company.]14 []For the avoidance of doubt, following the assignment by the Assignor of the LLC Interest hereunder, the Assignor shall cease to be a “Member” or otherwise have any rights under the limited liability company agreement of the Company or with respect to the Company, all such rights and interests being vested in the Assignee. The Assignor shall surrender to the Company any certificates outstanding representing the LLC Interest, and the transactions contemplated hereby shall be recorded upon the books and records of the Company.]15 14 With respect to ETCO Holdings LLC. 15 With respect to Dakota Access Holdings, LLC.
Conveyance of Interest. Assignor hereby CONVEYS, TRANSFERS, ASSIGNS AND DELIVERS unto Assignee and its successors and assigns all of Assignor’s right, title and interest in and to the Membership Interests, free and clear of all Encumbrances (as defined in the Purchase Agreement), upon and subject to the terms, conditions and provisions of the Purchase Agreement.
Conveyance of Interest. Subject to the terms and conditions hereof, Seller shall, as of the Closing Date (as hereinafter defined), transfer, convey, assign, set over, bargain, sell and deliver unto Buyer, and Buyer shall purchase from Seller, the Interest (and all aircraft logbooks and inspection, modification and overhaul records, if any, relating to the Aircraft, and, to the extent assignable, all rights of Seller to service and warranty rights with respect to the Aircraft), subject to the rights of the Additional Interest Owners as provided in the Operative Documents. Seller shall deliver to Buyer, on or prior to the Closing Date, a Bill of Sale in the form prescrixxx by the Federal Aviation Administration (the "FAA") for the Interest (the "Bill of Sale").
