Contribution and Assignment Agreement definition
Examples of Contribution and Assignment Agreement in a sentence
As consideration for the member’s interest in and participation in the Company, the member sells, transfers, assigns and conveys, to the Company, and its successors and assigns, the Purchaser’s entire right, title and interest in Intellectual Property Rights as set forth in the Intellectual Property Contribution and Assignment Agreement in the form attached to this Agreement as Exhibit B.
Member hereby acknowledges that, except as is otherwise expressly provided in this Agreement or the Loan Contribution and Assignment Agreement, none of the Initial Member or the FDIC or any Affiliate of either, or any of their respective officers, directors, employees, agents or contractors makes or has made any representation or warranty regarding the Company Interest or the Loans or the value of any property securing the same.
Except as is otherwise expressly provided in this Agreement or the Loan Contribution and Assignment Agreement, none of the Initial Member or the FDIC or any Affiliate of either, or any of their respective officers, directors, employees, agents or contractors makes and representation or warranty as to the completeness or accuracy of any information provided.
Stockholder is entering into that certain Contribution and Assignment Agreement with WC SACD One, Inc., a Delaware corporation and the direct parent of Parent (“Holdings”), as of the date hereof (the “Contribution Agreement”), concurrently herewith, pursuant to which Stockholder is agreeing, on the terms set forth therein, to contribute to Holdings certain of its Covered Shares (the “Rollover Shares”).
In connection with this transaction, the Founder hereby irrevocably assigns, transfers and conveys to the Company all of his right, title and interest in and to all intellectual property related to the Company as set forth in that certain Intellectual Property Contribution and Assignment Agreement in the form attached to this Agreement as Exhibit A.
Except as is otherwise expressly provided in this Agreement or the Loan Contribution and Assignment Agreement, none of the Receiver or the FDIC or any Affiliate of either, or any of their respective officers, directors, employees, agents or contractors makes and representation or warranty as to the completeness or accuracy of any information provided.
Member hereby acknowledges that, except as is otherwise expressly provided in this Agreement or the Loan Contribution and Assignment Agreement, none of the Receiver or the FDIC or any Affiliate of either, or any of their respective officers, directors, employees, agents or contractors makes or has made any representation or warranty regarding the Company Interest or the Loans or the value of any property securing the same.
This Assignment is being entered into pursuant to that certain Contribution and Assignment Agreement (the "Agreement") dated as of February ____, 2004, by and among Assignee, Assignor and ______________.
THE FOREGOING, each Party executes this Master Contribution and Assignment Agreement as of the date first written above, by the Party’s duly authorized officer.
This Agreement and the terms, covenants, conditions, provisions, obligations, undertakings, rights and benefits hereof shall be binding upon, and shall inure to the benefit of the undersigned parties and their respective heirs, executors, administrators, representatives, successors and FNBN RESCON I LLC Loan Contribution and Assignment Agreement 12373123.2 Person with any interest in or liability under any of the Loans) shall have any rights or remedies under or by reason of this Agreement.