Contribution of Assets Sample Clauses
The Contribution of Assets clause defines the process and terms under which one party transfers ownership or rights to specific assets to another party, typically within the context of a business transaction or partnership. This clause outlines what types of assets are being contributed—such as cash, equipment, intellectual property, or real estate—and may specify the timing, valuation, and any conditions precedent to the transfer. Its core practical function is to ensure clarity and legal certainty regarding which assets are being provided, under what terms, and to allocate responsibility for the transfer, thereby preventing disputes over asset ownership or obligations.
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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.
Contribution of Assets. The Company, directly or through one or more of its Affiliates, shall contribute to the capital of the Partnership from time to time each asset it owns from time to time during the existence of the Partnership, but it is not required to so contribute:
(a) its interests in the General Partner, Education Realty OP Limited Partner Trust or Education Realty Limited Partner, LLC;
(b) its direct or indirect interest in any entity in a chain of entities of which the Company is the sole beneficial owner, so long as all of the assets or other ownership interests in the entity in that chain furthest removed from the General Partner are contributed directly or indirectly to the Partnership; or
(c) any equity interest in any entity of which the Company is the sole beneficial owner that is created or used solely by the General Partner in connection with any borrowing transaction in whole or in part for the benefit of the Partnership.
Contribution of Assets. Except as provided in Section 3.05(b) and so much of Section 3.05
(a) as does not relate to a deposit in lieu of repurchase of a Contract the principal balance of which is incorrectly set forth on the Contract Schedule, following the Closing Date, the Trustee shall not accept any contribution of additional assets to the Trust Fund unless Vanderbilt has delivered an Opinion of Counsel addressed to the Trustee to the effect that (i) the contribution of such assets into the Trust Fund will not cause the Trust Fund to fail to qualify as a REMIC so long as any Certificate is outstanding and (ii) such contribution will not cause the imposition of tax on contributions to the Trust Fund after the "start-up day" (as defined in Section 860G of the Code) with respect thereto.
Contribution of Assets. On the terms and subject to the conditions set forth in this Agreement, as of the Closing (as defined herein), Transferor hereby contributes, transfers, assigns, conveys, and delivers to Transferee, and Transferee hereby acquires and accepts from Transferor, all of Transferor’s right, title, and interest in, to, and under the assets set forth on Schedule 1 attached hereto (collectively, the “Contributed Assets”).
Contribution of Assets. Following the Closing Date, the Trustee shall not accept any contribution of additional assets to the Trust unless the Trustee has received an Opinion of Counsel addressed to the Trustee to the effect that (i) the contribution of such assets into the Trust will not cause any of the REMICs to fail to qualify as a REMIC under the Code and under the relevant state and local law and (ii) such contribution will not cause the imposition of a tax on "prohibited transactions" (as defined in Section 860F of the Code or under similar provisions under the relevant state and local law) or on contributions to the Trust after the "start-up day" (as defined in Section 860G of the Code or under similar provisions under the relevant state and local law) with respect thereto.
Contribution of Assets. In exchange for the issuance of the Hand MD Securities (as defined below), Seller hereby grants, conveys, assigns, transfers and delivers to Hand MD all rights, title and interest in and to all of its intellectual property assets, including, without limitation, those specific assets set forth on Exhibit A attached hereto, and its Files and Records (collectively, the “Contributed Assets”).
Contribution of Assets. On the Contribution Date (as defined below), subject to Section 1.9 hereto and the satisfaction or waiver of the conditions provided for pursuant to Article 5 hereto, Besicorp shall contribute, convey, assign, transfer and deliver (collectively, "contribute") to Newco all of Besicorp's right, title and interest in and to all of Besicorp's assets, properties, rights and business of every kind and description, wherever located, other than the Retained Assets and the Retained Subsidiaries (collectively, the "Contributed Assets"). Failure to identify specifically on applicable Schedules hereto any assets, property or rights of Besicorp relating to the Newco Businesses or that are intended to be contributed to Newco pursuant to this Agreement, or any asset, property or right of Besicorp not intended to be a Retained Asset or a Retained Subsidiary, shall not exclude such assets, property or rights from the Contributed Assets. Without limiting the generality of the definition of the Contributed Assets, subject to Section 1.9 hereto the Contributed Assets shall include the following assets of Besicorp:
(a) all real property owned in fee, and all leases, easements and other rights and interests in the real property including, without limitation, the properties listed on Schedule 1.1
(a) hereto (collectively, the "Contributed Realty");
(b) all machinery, equipment, plant, vehicles, office furniture and equipment, computer hardware, tools, spare parts, other chattels, fixtures, leasehold improvements and fixed assets not included in the Retained Assets;
(c) all other contracts, agreements, equipment leases, licenses and other instruments excluding the Retained Instruments (the "Assigned Instruments");
(d) all patents, registrations, tradenames, trademarks and other intellectual property, and pending applications for the same, whether owned or licensed, of any kind (the "Contributed Intellectual Property");
(e) true and complete copies of all books and records, including customer and supplier lists, employee records, tax records, credit files, quotations and bids, all data and all sales literature and specifications;
(f) to the extent transferable, all governmental licenses, permits, authorizations, consents and approvals;
(g) all prepaid expenses and deferred charges, prepaid insurance deposits and insurance premiums and pension assets relating to the Newco Businesses to the extent not reflected on the final Statement delivered pursuant to the Plan of Merger as part ...
Contribution of Assets. Assignor hereby assigns, transfers, conveys and delivers to Assignee, and Assignee hereby accepts from Assignor, all of the Oil and Gas Properties, which include:
(a) Assignor’s leasehold interests in oil, gas and other minerals, including working interests, earned working interests, net profits interests, rights of assignment and reassignment, and all other rights and interests in the Leases;
(b) All fee interests in oil, gas and other minerals, including rights under mineral deeds, conveyances, options and assignments;
(c) All royalty interests, overriding royalty interests, production payments, rights to take royalties in kind, and all other interests in and/or payable out of production of oil, gas, and other minerals;
(d) All rights and interests in or derived from operating agreements, unit agreements, orders and decisions of state and federal regulatory authorities establishing units, joint operating agreements, enhanced recovery agreements, water flood agreements, farmout and farming agreements, options, drilling agreements, unitization, pooling and communitization agreements, oil and/or gas sales agreements, processing agreements, gas gathering and transmission agreements, gas balancing agreements, salt water disposal and injection agreements, assignments of operating rights, subleases, and any and all other agreements to the extent they pertain to the Leases, Lands and the ▇▇▇▇▇ located on the Leases;
(e) All rights of way, casements, surface fees, surface leases, servitudes and franchises insofar as they pertain to the Leases and the ▇▇▇▇▇ located on the Leases;
(f) All permits and licenses of any nature, owned, held or operated by Assignor in connection with the Leases, Lands and the ▇▇▇▇▇ located on the Lands subject to the Leases;
(g) All producing, non-producing, and shut-in oil and gas ▇▇▇▇▇, salt water disposal ▇▇▇▇▇, water ▇▇▇▇▇, injection ▇▇▇▇▇, and all other ▇▇▇▇▇ on or attributable to the Leases, whether or not identified; and
(h) All pumping units, pumps, casing, rods, tubing, wellhead equipment, separators, heater treaters, tanks, pipelines, gathering lines, flow lines, valves, fittings and all other surface and downhole equipments, fixtures, related inventory, gathering and treating facilities, personal property and equipment used in connection with the Leases and the ▇▇▇▇▇ located on the Leases and all other interests described above. Notwithstanding the date of execution of this Agreement, Assignor is assigning to Assignee the Oil ...
Contribution of Assets. The Company, directly or through one or more of its Affiliates, shall contribute to the capital of the Partnership from time to time each asset it owns from time to time during the existence of the Partnership, but it is not required to so contribute:
(a) its interests in the General Partner or Ashford OP Limited Partner, LLC;
(b) its direct or indirect interest in any entity in a chain of entities of which the Company is the sole beneficial owner, so long as all of the assets or other ownership interests in the entity in that chain furthest removed from the General Partner are contributed directly or indirectly to the Partnership; or
(c) any equity interest in any entity of which the Company is the sole beneficial owner that is created or used solely by the General Partner in connection with any borrowing transaction in whole or in part for the benefit of the Partnership.
Contribution of Assets. 98 Section 12.08