Transfer and Contribution of Assets Sample Clauses

Transfer and Contribution of Assets. (a) Upon the terms and subject to the conditions contained herein, on the Closing Date, LEAF Financial shall transfer and contribute the LEAF Financial Transferred Assets to the Transferee in exchange for 3,700 shares of Common Stock. (b) Upon the terms and subject to the conditions contained herein, on the Closing Date, TRS shall (i) transfer to Transferee, and Transferee agrees to acquire from TRS, the RCC Transferred Assets and (ii) contribute $5,221,283 in cash to Transferee, in exchange for 2,626.783 shares of Series A Preferred Stock and a warrant, in the form annexed hereto as Schedule 2.1(b)(i), to acquire 4,800 shares of Common Stock for an exercise price of $.01 per share (the “Warrant”). TRS shall also deliver to Transferee a Share Purchase Agreement in the form annexed hereto as Schedule 2.1(b)(ii) to permit Transferee, on the terms and subject to the conditions therein set forth, to put up to 1,000 shares of Series A Preferred Stock to TRS at a purchase price of $10,000 per share for up to six months following the Closing (the “Share Purchase Agreement”). (c) Upon the terms and subject to the conditions contained herein, on the Closing Date the Management Parties shall each contribute to Transferee all of the shares of LEAF Financial common stock held by them in exchange for Common Stock, as set forth in their respective exchange letters (the “Exchange Letters”), a form of which is annexed hereto as Exhibit B, and shall deliver either (i) for Mxxxx Xxxxxx and Dxxxx Xxxxxxx, a Management Non-Competition Agreement in the form annexed hereto as Schedule 2.1(c)(i) (the “Management Non-Competition Agreement”); (ii) for the other Management Parties, a Management Non-Solicitation Agreement in the form annexed hereto as Schedule 2.1(c)(ii) (the “Management Non-Solicitation Agreement”) or (iii) for Crit DxXxxx, the Assignment of Employment Agreement in the form annexed hereto as Schedule 2.1(c)(iii) (the “Assignment”).
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Transfer and Contribution of Assets. (a) Subject to the terms and conditions of this Agreement, on or prior to the Closing Date, Xxxxxx shall, or shall cause its appropriate Subsidiary to, transfer to the Company (or at the Company's election, a Subsidiary of the Company) all of Xxxxxx' (or its Subsidiary's) right, title and interest in and to the Additional Satellite Assets. (b) Subject to the terms and conditions of this Agreement, on or prior to the Closing Date, the Seller shall cause its appropriate Subsidiary to transfer to Xxxxxx (or at Xxxxxx' election, a Subsidiary of Xxxxxx) all of such Subsidiary's right, title and interest in and to the Excluded Assets. (c) Each of the parties hereto acknowledges and agrees that as between and among Xxxxxx and its Affiliates, and the Purchaser and its Affiliates, the Additional Satellite Assets and the Excluded Assets will each be transferred "as is where is" and, except as expressly provided herein, that each Transferor makes and has made no warranty, either express or implied, including warranties of merchantability or fitness for a particular purpose, with respect to any Additional Satellite Assets or Excluded Assets, as the case may be. (d) Each of the representations, warranties, covenants and undertakings of the Seller or Xxxxxx contained herein shall be given or made as if, and on the basis that, the Transfers had occurred prior to all dates relevant therein. Any references to the Company and its Subsidiaries in any such representations, warranties, covenants and undertakings shall be deemed to be a reference to the Company and its Subsidiaries after giving effect to the Transfers unless the context clearly indicates otherwise.
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Transfer and Contribution of Assets. 13 Section 2.02.
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Transfer and Contribution of Assets. (a) Subject to the terms and conditions of this Agreement: (i) prior to the Spin-Off Merger Time, GM shall cause HEC (or shall cause HEC's appropriate Subsidiary) to transfer to Xxxxxx (or at Xxxxxx' election, a Subsidiary of Xxxxxx) all of HEC's (or its Subsidiary's) right, title and interest in and to the Additional Xxxxxx Assets; (ii) prior to the Spin-Off Merger Time, GM shall cause HEC (or shall cause HEC's appropriate Subsidiary) to transfer to Telecom (or at Telecom's election, an Affiliate of Telecom) all of HEC's (or its Subsidiary's) right, title and interest in and to the Additional Telecom Assets; (iii) prior to the Spin-Off Merger Time, GM shall cause HEC (or shall cause HEC's appropriate Subsidiary) to transfer to Delco (or at Delco's election, an Affiliate of Delco) all of HEC's right, title and interest in and to the Additional Delco Assets; (iv) immediately following the actions referred to in the preceding clauses and prior to the Spin-Off Merger Time, (a) HAC will merge with and into Xxxxxx, with Xxxxxx as the surviving corporation, and (b) HEC will merge with and into GM, with GM as the surviving corporation; and (v) immediately following the actions referred to in clause (iv) and prior to the Spin-Off Merger Time, Xxxxxx shall transfer to GM all of its right, title and interest in and to the shares of capital stock of Telecom. (b) All of the transfers of Assets to be effected pursuant to this Article 2 are hereinafter collectively referred to as the "Transfer" and the Assets so transferred are hereinafter collectively referred to as the "Transferred Assets." (c) Notwithstanding anything in this Agreement to the contrary, Xxxxxx shall retain and shall not transfer, convey, assign or contribute to any Person the Xxxxxx Assets. In addition, the parties hereto acknowledge and agree that Telecom retains the Telecom Assets and that Delco retains the Delco Assets. (d) Each of the parties hereto acknowledges and agrees that the Transferred Assets will be transferred "as is where is" and that, except as set forth in (e) below, each Transferor makes and has made no warranty, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose, with respect to any Transferred Assets. (e) Telecom represents and warrants to Xxxxxx that, except for cash and cash equivalents and without giving effect to the sale or anticipated sale of, or other action with respect to, any Xxxxxx Assets pursuant to ...
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Related to Transfer and Contribution of Assets

  • 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.

  • 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.

  • 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.

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Segregation of Assets; Nominee Name (a) Bank shall identify in its records that Financial Assets credited to Customer's Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank and Customer). (b) To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customer's Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian. (c) Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian. (d) Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund.

  • Location of Assets To keep any property belonging to the Trust at any place in theUnited States.

  • Purchase of Assets 11 3.1 Assets Purchased by Assuming Bank 11 3.2 Asset Purchase Price 11 3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. 12 3.4 Puts of Assets to the Receiver 12 3.5 Assets Not Purchased by Assuming Bank 13 3.6 Assets Essential to Receiver 15

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.

  • Disposition of Assets No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

  • 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.

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