Contribution of Properties Clause Samples
The 'Contribution of Properties' clause defines the terms under which parties to an agreement provide assets, such as real estate, equipment, or intellectual property, to a joint venture, partnership, or other collaborative entity. It typically outlines the type, value, and timing of the assets being contributed, as well as any conditions or warranties related to those assets. This clause ensures that all parties clearly understand their obligations regarding property contributions, thereby preventing disputes and facilitating the smooth formation and operation of the joint enterprise.
Contribution of Properties. Subject to the terms and conditions contained in this Agreement, each Transferor agrees to contribute to the Partnership, and the Partnership agrees to acquire from the Transferors, all of the Transferors' right, title and interest in and to the Projects, each of which includes the following described property:
1.1 Each parcel of real property described on Schedule 1 (individually, a "Parcel" and collectively, the "Parcels");
1.2 All easements, rights-of-way, appurtenances, and other rights and benefits belonging to each Parcel, and all public or priv▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇leys, or passways, open or proposed, on or abutting each Parcel, and any award made to or to be made in lieu thereof, and any award for damage to any Parcel by reason of a change of grade in any street, alley, road, or avenue, as aforesaid (all of the foregoing being included within the term "Parcel");
1.3 All of the buildings, structures, fixtures, facilities, installations, and other improvements of every kind and description now or hereafter in, on, over and under each Parcel, and all plumbing, gas, electrical, ventilating, lighting and other utility systems, ducts, hot water heaters, oil burners, domestic water systems, elevators, escalators, canopies, signs, air conditioning systems, carpeting, telephone systems, alarm systems and all other building systems and fixtures attached to or comprising a part of all such improvements (collectively, with respect to each Parcel, the "Improvements"); 3
1.4 Any and all leases, subleases, licenses, concessions, and other forms of agreement, however denominated, written or oral, granting the right of use or occupancy of any portion of the Improvements (each, a "Lease" and collectively, the "Leases"), to any retail tenant or other such party (a "Tenant"), and all renewals, modifications, amendments, guarantees, and other agreements affecting the same;
1.5 All equipment, furnishings, materials, inventory, supplies and other tangible personal property owned by the Transferors and placed or installed on or about any Parcel or the Improvements thereon and used as part of or in connection therewith (collectively, the "Personal Property"); and
1.6 All intangible personal property now or in the future owned by the Transferors and used in connection with the Projects and not otherwise described in the definition of Personal Property herein, including but not limited to any "Warranties and Guaranties," "Licenses and Permits," "Service Contracts," ...
Contribution of Properties. 2.1. Upon the terms and conditions hereinafter set forth, Transferors agree to contribute and Transferee agrees to acquire the following:
2.1.1 All of Place’s right, title and interest in the Western Membership Interests;
2.1.2 All of Mezz’s right, title and interest in the Mezz Membership Interests; and
2.1.3 All of Mezz’s right, title and interest in the General Partner Interests.
2.2. Through its acquisition of the Membership Interests, it is the parties’ intention that Transferee will indirectly acquire all assets of the Property Owners, including without limitation:
2.2.1 All of the Property Owners’ right, title and interest in their respective parcels of real property more particularly described in Exhibit A-2 attached hereto and incorporated herein by this reference (collectively, the “Land”), together with all rights and appurtenances pertaining thereto (including, without limitation, all appurtenant easements over any adjacent property);
2.2.2 All buildings, improvements, and fixtures located on the Land (collectively, the “Improvements”);
2.2.3 All equipment, machinery, furnishings, supplies, and other tangible personal property owned by the Property Owners that is now or hereafter located at or within the Land or the Improvements and used in connection with the operation or occupancy thereof, including, without limitation, all personal property listed in Schedule 2.3 hereof (herein referred to collectively as the “Tangible Personal Property”); and
2.2.4 All of the Property Owners’ right, title, and interest in and to any intangible personal property now or hereafter owned by the Property Owners in connection with the Land, the Improvements or the Tangible Personal Property, including without limitation all of the Property Owners’ rights in and to all tradenames and trademarks associated with the Properties including without limitation the tradenames and trademarks identified in Schedule 2.4(a) attached hereto (collectively, the “Tradenames”), any and all transferable warranties, guaranties, and lien waivers relating to the Improvements or any Tangible Personal Property, all transferable software licenses used in the management or operation of the Properties including without limitation the licensees’ rights under the WebRoomz software licenses (the “WebRoomz Licenses”) described in Schedule 2.4(b) attached hereto and all transferable certificates of occupancy, plans, specifications, permits, licenses, approvals, and authorizations by any Governm...
Contribution of Properties. (a) Within fifteen days after the later to occur of the Court's approval of this Agreement and the Court's tentative approval of a business plan for the operation of the Class Entity (Section 15 hereof) (the last of such agreements to occur referred to as "Court Approval") and within five days of obtaining any required lender approval for the transfer of each Property (not to exceed sixty days), the Partnership shall transfer all of its right, title and interest in the following five Properties to the Class Entity:
i. Cross County Mall Mattoon, Illinois
ii. Harbor Plaza Shopping Center Aurora, Colorado
iii. Katella Plaza Orange, California
iv. Southern Palms Shopping Center Tempe, Arizona
v. Westwood Shopping Center Tallahassee, Florida
(b) The Partnership shall pay all closing costs of transferring the Properties to the Class Entity, including escrow fees, title insurance fees and expenses, and transfer taxes.
(c) Invenex and Class Counsel shall have until January 19, 1998 (or, upon written notice by either of them to the other parties, until February 2, 1998) (the "Drop Dead Date") to complete their due diligence on the Properties. The Partnership agrees to fully cooperate with Invenex and Class Counsel to enable them to conduct their due diligence. The Partnership shall reimburse, upon demand, Invenex and Class Counsel for all expenses reasonably incurred by them in conducting such due diligence, including the cost of consultants, advisors, or experts retained by them to conduct such due diligence. Invenex or Class Counsel may terminate this Agreement, by notice in writing to the partes given on or prior to the close of business on the Drop Dead Date, in the event that Invenex or Class Counsel, in good faith, based upon their due diligence of the Properties, concludes that any of the representations made by the Partnership in Section 20 hereof is untrue in any material respect.
(d) Neither Syntek nor any affiliate of Syntek shall charge or accept from the Partnership a fee, commission, or other compensation in connection with the transfer of the Properties to the Class Entity.
Contribution of Properties. Subsequent to the formation of the New Property Owning Entities and prior to the Closing, Colonial REIT shall cause the Operating Partnership to convey or cause to be conveyed each of the Properties to one of the Property Owning Entities, such that, upon consummation of all of these conveyances, each Property Owning Entity shall own one Property. Such conveyance shall be by warranty deed and shall be subject only to Permitted Exceptions (as defined below). The obligations of the Colonial REIT under this Section 5.2 shall be deemed satisfied by the delivery of the deeds of conveyance for the Properties by the Operating Partnership to the Title Company (as defined below) with irrevocable instructions to the Title Company to record the deeds, even if the deeds are not recorded in the applicable land records prior to the Closing.
Contribution of Properties. 11 4.1 Identification of Properties to Be Contributed..................................... 11 4.2
Contribution of Properties. 4.1 Identification of Properties to Be Contributed (a) Exhibit A hereto sets forth a list of certain self- service storage facilities owned or leased and recently constructed or currently under construction by SSCI (each, a "Property" and, together, the "Properties"). Also set forth on Exhibit A is the radius of the relevant trade area for each Property (a "Trade Area"). On or following the Operative Date, Shurgard will cause each of such Properties to be contributed to the Partnership following the completion of construction of such Property by SSCI pursuant to a Contribution Agreement (the "Contribution Agreement") between the Partnership and Shurgard dated on or prior to the Operative Date (except for any such Property whose contribution is excluded under the terms of the Contribution Agreement).
Contribution of Properties. At the Closing, but with economic effect as of October 1, 2009 (the “Effective Date”) (which economic effect shall be reflected through the adjustment provisions in Section 7.5), the Contributor shall contribute, transfer and deliver to the Company, and the Company shall accept from the Contributor, all of the Contributor’s right, title and interest in and to the following properties, assets, rights and entitlements, subject, however, to the Permitted Encumbrances (the “Contributed Assets”):
(a) The oil and gas leases and other leaseholds, royalties, overriding royalties, net profits interests, mineral fee interests, carried interests, and other rights to Hydrocarbons in place that are described on Exhibit A-1 (collectively, the “Leases”), and any and all oil, gas, water, CO2 or injection w▇▇▇▇ thereon, including the interests in the w▇▇▇▇ shown on Exhibit A-2 (collectively, the “W▇▇▇▇”);
(b) All pooled, communitized or unitized acreage which includes all or a part of any Lease or includes any Well (the “Units”), and all tenements, hereditaments and appurtenances belonging to the Leases and Units;
(c) The gas gathering systems and facilities, including compressor sites, pipeline and pipeline rights of way associated with the Leases and W▇▇▇▇ (the “Gathering Systems”), and together with the Leases, W▇▇▇▇ and Units, the “Oil and Gas Properties”);
(d) All presently existing contracts, agreements and instruments to the extent applicable to the Oil and Gas Properties or the production of Hydrocarbons from the Oil and Gas Properties, including but not limited to, operating agreements, unitization, pooling and communitization agreements, declarations and orders, area of mutual interest agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, transportation agreements, agreements for the sale and purchase of Hydrocarbons and processing agreements (as amended and supplemented, the “Contracts”), including but not limited to those Contracts described on Exhibit A-3; provided, however, that “Contracts” shall not include (x) any derivative, swap, collar, put, call, cap, option or other contract that is intended to benefit from, relate to, or reduce or eliminate the risk of fluctuations in interest rates, basis risk or the price of commodities, including Hydrocarbons or securities (“H▇▇▇▇▇”), (y) any contracts, agreements and instruments to the extent transfer is restricted or subjected to payment of a fee or other consideration by an ag...
Contribution of Properties. 1 2. Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3.
Contribution of Properties. 4.1 Identification of Properties to Be Contributed (a) Exhibit A hereto sets forth a list of certain self- service storage facilities owned or leased and recently constructed or currently under construction by SSCI (each, a "Property" and, together, the "Properties"). On or following the Operative Date, Shurgard will cause each of such Properties to be contributed to the Partnership following the completion of construction of such Property by SSCI pursuant to a Contribution Agreement (the "Contribution Agreement") between the Partnership and Shurgard dated on or prior to the Operative Date (except for any such Property whose contribution is excluded under the terms of the Contribution Agreement).
Contribution of Properties. 10 4.1 Identification of Properties to Be Contributed 10 4.2 Closing of Property Contributions 10