Sale of Subject Interests Sample Clauses

Sale of Subject Interests. At the Closing and subject to the terms and conditions set forth in this Agreement and in that certain Assignment and Contribution Agreement to be entered into by and among the parties thereto at the Closing in substantially the same form attached hereto as Exhibit A (the “Assignment and Contribution Agreement”), (a) QEPFS shall sell, convey, transfer and assign the Subject Interest to the Partnership, and the Partnership shall acquire the Subject Interest from QEPFS and (b) the Partnership shall then further grant, contribute, transfer, assign and convey the Subject Interest to the Operating Company. . The consideration to be transferred by the Partnership to QEPFS for the Subject Interest shall consist of $230,000,000.00 (the “Consideration”) to be paid by the Partnership by wire or interbank transfer of immediately available funds to the account(s) specified by QEPFS.
Sample 1Sample 2
Sale of Subject Interests. At the Closing and subject to the terms and conditions set forth in this Agreement and in that certain Assignment and Contribution Agreement to be entered into by and among the parties thereto at the Closing in substantially the same form attached hereto as Exhibit A (the “Assignment and Contribution Agreement”), (a) QEPFS shall sell, convey, transfer and assign the Subject Interest to the Partnership, and the Partnership shall acquire the Subject Interest from QEPFS and (b) the Partnership shall then further grant, contribute, transfer, assign and convey the Subject Interest to the Operating Company.
Sample 1
Sale of Subject Interests. In the event Buyer sells, transfers or conveys any portion of the Subject Interests, Buyer shall assign and deliver to Seller an undivided twenty percent (20%) interest in and to all non-cash compensation (including without limitation overriding interests, net profit interests and carried working interests). Buyer shall be entitled to retain all cash consideration and eighty percent (80%) of all non-cash consideration from such sale of the Subject Interests, and all proceeds attributable thereto shall be included as revenues in the Payout calculation as set forth in SECTION 1.4 above.
Sample 1

Related to Sale of Subject Interests

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Sale of the Property Any sale of the Property shall not affect this Lease or any of your obligations, but upon such sale we will be released from all of our obligations under this Lease and the new owner of the Property will be responsible for the performance of the duties of "Landlord" from and after the date of such sale.

  • B8 Property Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).

  • Contributed Property Notwithstanding any other provision of this Agreement, the Members shall cause depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or revalued by the Company to be allocated among the Members for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder.

  • PARTICULARS OF SUBJECT PROPERTY TITLE : The subsidiary title for the subject property has yet to be issued. MASTER LAND TITLE NO : NT 023219329 & NT 023126338 DISTRICT/STATE : Papar / Sabah TENURE : Perpetuity FLOOR AREA : 112.5 square metres (1,211 square feet) DEVELOPER/VENDOR : Teo Development Sdn Bhd (725157-A) REGISTERED OWNER : Xxx Xxxxx Xxx @ Xxxxx ASSIGNOR : Xxxxx Xxx Xxx ENCUMBRANCES : Assigned to RHB Bank Berhad [196501000373 (6171-M)] The subject property is located within Kimanis Industrial Park, Off Xxxxx Xxxxx - Xxxxxxx, 00000 Xxxxx, Xxxxx. The subject property is a 2-storey corner industrial building identified as Lot No.23, 2-Storey Corner, Kimanis Industrial Park and bearing postal address at Xxx Xx. 00, 0-Xxxxxx Xxxxxx, Kimanis Industrial Park, Off Xxxxx Xxxxx – Xxxxxxxx, 00000 Xxxxx, Xxxxx. The subject property will be sold “as is where is basis” and subject to a reserve price of RM 267,900.00 ( RINGGIT MALAYSIA: TWO HUNDRED SIXTY SEVEN THOUSAND AND NINE HUNDRED ONLY ) subject to the Conditions of Sale and by way of an Assignment from the above Assignee subject to consent being obtained by the successful bidder(“the Purchaser”) from the relevant authorities, if any, including all terms, conditions, stipulation and covenants which were and may be imposed by the relevant authority. All other fees, costs and charges relating to the transfer and assignment of the property shall be borne solely by the successful bidder (“the Purchaser”). Online bidders are further subject to the Terms & Conditions on xxx.xxxxxxxxxxxxxxxx.xxx All intending bidders are required to deposit 10% of the fixed reserve price by bank draft/ cashier’s order only in favour of RHB Bank Berhad prior to the auction sale with the under mentioned Auctioneer and the balance of the purchase price is to be settled within ninety (90) days from the date of auction to RHB Bank Berhad via XXXXXX. Details of payment via XXXXXX please liaise with Messrs Xxxx Xxxxxx Xxxx & Xxxx. For further particulars, please contact MESSRS XXXX XXXXXX XXXX & XXXX, Solicitors for Assignee herein whose address is at Xxx 0 & 0, Xxxxx 0, Xxxxx Xxxxxxx Xxxxx Xxxxxxxx, X. X. Box 80805 87018 Federal Territory of Labuan. Tel: 000-000000 / Fax: 000-000000. [Ref: L-MW/III/U- 2(118)(KL)/JTCL/cyh] or under mentioned Auctioneer. Dalam menjalankan xxx xxx kuasa xxxx diberi kepada Pihak Pemegang Serah xxx xxx di bawah Perjanjian Kemudahan, Surat Ikatan Penyerahan Hak (Penyerahan Hak Pihak Pertama) xxx Surat Kuasa Wakil (Pihak Pertama) kesemuanya bertarikh 15hb April 2013 di antara Pihak Pemegang Serah Xxx xxx Pihak Penyerah Xxx xxx dalam Perjanjian Jual Beli antara Pihak Penyerah Hak xxx Xxx Development Sdn Bhd (“Pemaju”) xxx Xxx Tiong Hoe @ Xxxxx (“Tuantanah”) bertarikh 19hb November 2012, adalah dengan ini diisytiharkan bahawa Pihak Pemegang Xxxxx xxx dengan dibantu oleh Xxxxxxxx yang tersebut di bawah.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Oil and Gas Properties Borrower will and will cause each of its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. Borrower will and will cause each of its Subsidiaries to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) will and will cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.03, its rights with respect to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for Transfers permitted by Section 9.18. Borrower will and will cause each of its Subsidiaries to operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.