TRANSFER, CONTRIBUTION AND CONVEYANCE Sample Clauses

TRANSFER, CONTRIBUTION AND CONVEYANCE. Upon and subject to all of the terms and conditions of this Agreement, Transferor agrees to (a) transfer, contribute and convey a good and marketable fee simple interest in each Property to a separate Property Owning Entity, (b) concurrently therewith, irrevocably assign, transfer, contribute and convey all of Transferor’s right, title and interest in and to the Ground Lease and the Bel Air Leasehold to the same Property Owning Entity which becomes the owner of the Bel Air Property, and (c) immediately thereafter, assign, transfer, contribute and convey to Transferee (or one or more of its designees), 100% of the membership interests of each Property Owning Entity (collectively, the “Entity Interests”), including, without limitation, the following: (i) all interests in the capital of each Property Owning Entity and all profits, surplus, assets, allocations, returns (whether preferred or not) and distributions of any kind of each Property Owning Entity to which any member thereof shall at any time be entitled and which are attributable to the period from and after the “Closing Date” (as hereinafter defined), both during the term of such Property Owning Entity’s existence and upon any liquidation of such Property Owning Entity, if any shall occur; (ii) all other payments, if any, due or to become due, under or arising out of any of the “Operating Agreements” (as hereinafter defined) and which are attributable to the period from and after the Closing Date, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (iii) any and all agreements relating to any Property Owning Entity or to which any Property Owning Entity is a party (including, without limitation, each Operating Agreement); (iv) any interest in real, personal, intangible or other property which Transferor may hold or be entitled to as a result of its interest in any Property Owning Entity; (v) all of Transferor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, against, under or in respect of its interest in any Property Owning Entity, or under or arising out of any Operating Agreement; (vi) all present and future claims, if any, of Transferor against any Property Owning Entity or any Property Owning Entity’s members under or arising out of any Operating Agreement for monies loaned or advanced, for services rendered or otherwise; (vii) any and all rights, duties, powers and obligations of Transferor as...
Sample 1
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TRANSFER, CONTRIBUTION AND CONVEYANCE. Subject to all of the terms and conditions of this Agreement, Transferor agrees to transfer, contribute and convey to Transferee, and Transferee agrees to acquire and accept from Transferor, a good and marketable fee simple interest in the Property, upon the terms and conditions set forth herein.
Sample 1
TRANSFER, CONTRIBUTION AND CONVEYANCE 
Sample 1

Related to TRANSFER, CONTRIBUTION AND CONVEYANCE

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • Purchase and Conveyance The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Assignment and Conveyance 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

  • Assignment, Assumption and Conveyance 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain mortgage loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Pooling Agreement (as defined below). The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

  • Other Contribution Provisions In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, unless otherwise determined by the General Partner in its sole and absolute discretion, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such partner in cash and such Partner had contributed the cash to the capital of the Partnership. In addition, with the consent of the General Partner, one or more Limited Partners may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership.

  • ALLOCATION OF CONTRIBUTIONS If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right to cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right to cancel period, the Owner may change the allocations to the Sub-Accounts. Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

  • Rollover Contributions An amount which qualifies as a rollover contribution pursuant to the Federal Internal Revenue Code may be transferred to and paid under this contract as a contribution for a Participant. Prudential may require proof that the amount paid so qualifies.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

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