Contribution and Assignment Agreement definition

Contribution and Assignment Agreement means an agreement in the form attached hereto as Exhibit A evidencing the contribution and assignment to Summit MLP and the further contribution and assignment to Summit Midstream of the OpCo Interests.
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Contribution and Assignment Agreement means that certain Contribution and Assignment Agreement by and between Diamond Resorts Corporation and DFHC.
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Contribution and Assignment Agreement means that certain contribution and assignment agreement by and between Diamond Resorts Corporation and the Seller.
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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”).

  • On March 18, 2021, Akers and Cystron entered into a Contribution and Assignment Agreement (the “Contribution and Assignment Agreement”), by and among Akers, Cystron, Oravax Medical, Inc.

  • 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.

  • Pursuant to the Contribution and Assignment Agreement (the “Contribution Agreement”), Akers agreed to contribute (i) an amount in cash equal to $1,500,000 to Oravax and (ii) to cause Cystron to contribute substantially all of the assets associated with its business of developing and manufacturing of Cystron’s COVID-19 vaccine candidate to Oravax (the “Contribution Transaction”).

  • Consideration of Resolution No. 1208 of the Board of Directors of Washington Township Health Care District to Approve Tenancy-In- Common Agreement, Escrow Contribution and Assignment Agreement, and Budget Amendment for Acquisition of 45388 Warm Springs BoulevardB.

  • 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 ______________.

  • 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.


More Definitions of Contribution and Assignment Agreement

Contribution and Assignment Agreement means the contribution and assignment agreement, substantially in the form attached hereto as Exhibit A.
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Contribution and Assignment Agreement means that certain Contribution and Assignment Agreement by and among Aviv Healthcare, L.L.C., Xxx Xxxxxxx Revocable Trust and Xxxxx X. Xxxxxxxxx Business, L.L.C., dated as of the date hereof, pursuant to which Xxx Xxxxxxx Revocable Trust and Xxxxx X. Xxxxxxxxx Business, L.L.C. contributed capital to Aviv Healthcare, L.L.C.
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Contribution and Assignment Agreement means the Contribution and Assignment Agreement dated as of October 14, 1997 between the Parent, R. Xxxxxxx Xxxxxxx and Xxxx X. Xxxxxxx, XX. "CONTRIBUTION AND SUBSCRIPTION AGREEMENT" among RACT, R. Xxxxxxx Xxxxxxx, J. I. Everest, II and the Parent dated as of October 14, 1997.
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Contribution and Assignment Agreement means the Contribution and Assignment Agreement dated as of October 14, 1997 between the Parent, R. Stephen Creamer and Jean I. Evexxxx, XX. "Xxxxxxxxxxxx xxx Subscription Agreement" among RACT, R. Stephen Creamer, J. I. Everest, XX xxx xxx Xxxent dated as of October 14, 1997.
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Related to Contribution and Assignment Agreement

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Xxxx of Sale and Assignment and Assumption Agreement has the meaning specified in Section 2.8(a)(i).

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Assignment and Assumption Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit A.

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Assignment and Assumption Agreements means each of the Assignment and Assumption Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented from time to time.

  • Collateral Assignment Agreement has the meaning set forth in Section 10.05.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.

  • Assignment and Acceptance Agreement means an assignment and acceptance agreement entered into by a Committed Lender, an Eligible Assignee, such Committed Lender’s Group Agent and the Administrative Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • First Assignment means: the relevant Assignment; orif, prior to the relevant Assignment:

  • term assignment means, in relation to an employee, i. a term assignment within the meaning of the local collective agreement, or

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Conveyance Agreement means the Conveyance Agreement Master Securitization Terms Number 1000, dated February 29, 2008, as amended and reaffirmed from time to time, among the Master Depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of the Master Depositor, VL Funding, as the depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of VL Funding, and Xxxxxx Xxx, Inc., as master servicer, together with each executed Purchase Agreement (as defined therein), each executed Xxxx of Sale (as defined therein) and all attachments thereto.

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).