Nature of the Contribution. (a) It is the express intent of the parties hereto that the Contribution of the Contributed Collateral Obligations by the Contributor to the Contributee hereunder be, and be treated for all purposes (other than for tax purposes) as an absolute contribution to the capital of the Contributee by the Contributor (free and clear of any lien, security interest, charge or encumbrance other than customary permitted liens) of such Contributed Collateral Obligations, in consideration of, or in exchange for, the issuance of the Preferred Interests to the Contributor and an increase in the capital account of the Contributor in the Contributee. It is, further, not the intention of the parties that such Contribution be deemed a pledge of the Contributed Collateral Obligations by the Contributor to the Contributee to secure a debt or other obligation of the Contributor.
(b) Notwithstanding Section 3(a) above, in the event that, notwithstanding the intent of the parties, the Contributed Collateral Obligations, or any portion thereof, is held to continue to be property of the Contributor, then the parties hereto agree that: (i) this Agreement shall also be deemed to be, and hereby is, a “security agreement” within the meaning of Article 9 of the Uniform Commercial Code (the “UCC”); (ii) the contribution of the Contributed Collateral Obligations provided for in this Agreement shall be deemed to be a grant by the Contributor to the Contributee of, and the Contributor does hereby grant to the Contributee, a first priority security interest (subject only to customary permitted liens) in all of the Contributor’s right, title and interest in and to the Contributed Collateral Obligations and all amounts payable to the holders of the Contributed Collateral Obligations in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, whether in the form of cash, instruments, securities or other property, to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the aggregate Contribution Value of the Contributed Collateral Obligations together with all of the other obligations of the Contributor hereunder; (iii) the possession by the Contributee (or the Trustee for the benefit of the Secured Parties) of Contributed Collateral Obligations and such other items of property as constitute instruments, money, negotiable documents or chattel pape...
Nature of the Contribution. 2.1. Description of the contributed assets
2.1.1. The Contributor contributes to the Beneficiary, subject to the customary factual and legal guarantees and under the conditions precedent stipulated hereinafter, which the Beneficiary accepts, all of the assets, liabilities, rights and obligations comprising the Contributed Line of Business on the Date of Completion of the Contribution, including:
a) All of the existing facilities, layouts, equipment and furnishings that are used for operation of the Contributed Line of Business, in particular, the « Batch anneal » furnace, the computer tools, the office automation, and all of the administrative, legal and technical files and documents that are directly or exclusively related to the Contributed Line of Business.
b) The contracts of employees related or assigned to the Contributed Line of Business, who are transferred by virtue of article L 1224-1 of the Labour Code, the list of which appears in Appendix 2 .
c) In general, the benefit and burden of contracts (particularly, without being limited to, the subsidy contracts, the equipment purchase orders and the “R&D files” of the current ‘Labco’ contract with EITL, listed in Appendix 3), agreements, commitments, permits and licenses in effect on the Date of Completion and related to the Contributed Line of Business. With it being noted that, where necessary, the Beneficiary commits to comply with the terms and conditions stipulated in agreements that had been transferred to it in whole or in part;
d) All of the liabilities and commitments, particularly those with respect to labour matters, related to the Contributed Line of Business. The assets and liabilities comprising the Contributed Line of Business are described in Appendix 3. This listing is only for indicative purposes, since this Contribution automatically carries with it the transfer of all the assets comprising the Contributed Line of Business; hence, unless otherwise stipulated, any omitted item that is unquestionably and exclusively related to the Contributed Line of Business, is included in this Contribution, without the possibility of novation, invalidation or rescission of the Contribution or a change in its compensation. It is to be noted that any additional elements that might be necessary for a specific and complete description of the contributed assets and liabilities, particularly for the carrying out of legal formalities with respect to publication of the transfer resulting from the Contribu...
Nature of the Contribution. The parties agree that the contributor’s input is in no way a form of co-production, nor a fortiori a corporation, and that it constitutes the uniquee collaboration between the parties. Particularly, moral rights shall not be assigned via the contribution, as the author and the producer remain the exclusive owners of the Work. The contributor intends first to facilitate the production of the Work, which he/she considers to be of public interest. While the exploitation of this work may generate profits, the contributor will receive a compensation amounting up to his/her input, in the conditions defined in article 7.
Nature of the Contribution. The contribution shall not confer any right other than described above. The contribution shall not particularly constitute a negotiable instrument and remain then non- transferable. The contributor may simply waive, as it sees fit, all the rights stemming from this agreement, as its share remains available to the producer.
