Sale and Contribution. In consideration of the premises, including the mutual benefits derived and to be derived from the Contribution Agreement and this Assignment, effective immediately following the assignment described in Section 2.1, the NPI Owners hereby sell, transfer and assign to Assignee, without warranty, express, implied or statutory, the Existing NPI Interests and any other net profits interests owned by the NPI Owners, to the extent and only to the extent that such Existing NPI Interests and any other net profits interests affect the Assets (the NPI Owners and Assignee acknowledging that to the extent that the Existing NPI Interests and other net profits interests affect properties other than the Assets, such Existing NPI Interests and other net profits interests shall remain in full force and effect and shall not be transferred hereby).
Sale and Contribution. The Contributor agrees to (a) transfer and contribute the Contributed Interest to the Operating Partnership or its wholly-owned subsidiary designee on the Closing Date free and clear of all Liens and (b) pay to Manager the Acquisition Fee, in each case, subject to the terms and conditions of this Agreement. In consideration of such contribution and sale and payment, and in reliance on the representations and warranties of the Contributor contained in or made pursuant to the terms of this Agreement, at the Closing, the Operating Partnership agrees to (a) pay to the Contributor $32,500,000 in cash (the “Cash Consideration”) and (b) issue to the Contributor an aggregate number of OP Units that are equal to (i) the balance of the Sale and Contribution Value (i.e. the total Sale and Contribution Value less the Cash Consideration), divided by (ii) the initial public offering price per share of the REIT Shares as of the IPO (the “IPO Offering Price”); provided, however, that, instead of any fractional OP Units, the Contributor will receive a cash adjustment in an amount equal to the product of such fractional OP Unit multiplied by the IPO Offering Price (such OP Units and Cash Consideration, collectively, the “Contributed Interest Consideration”).
Sale and Contribution. Subject to the terms and conditions set forth in this Agreement and the Assignment Agreement, (a) the Assignors are contemporaneously herewith (i) selling, conveying, transferring and assigning the Purchased Assets, free and clear of all Encumbrances (except for Permitted Encumbrances), to SXE, and (ii) contributing, conveying, transferring and assigning the Contributed Assets, free and clear of all Encumbrances (except for Permitted Encumbrances), to SXE, and (b) SXE shall then further contribute, convey, transfer and assign the Assigned Assets to the SXE Subsidiaries, in the manner set forth on Schedule 2.1.
Sale and Contribution. The purchase and sale of the Bolivian Purchase Entity, the transfer of the Joint Venture Assets to the Bolivian Joint Venture Entity and the formation of the Joint Venture and the Option in respect of the Gold Bar Mill, as set forth in the applicable Definitive Agreements, will be structured as follows: a.
