Contributions of Assets Sample Clauses

Contributions of Assets. All personal property used by the Contributing Parties in the operation and management of the Property including but not limited to that listed on Schedule 4.6 will be transferred to BNP in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property owned by the Contributors or Constituent Partnerships and used in the operation and management of the Properties will be transferred to the Operating Partnership in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property used in the operation and management of the Properties including but not limited to that listed on SCHEDULE 4.6 will be transferred to Carolina in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. (a) From time to time, subject to the terms and conditions of this Agreement, OMEX agrees to provide or cause to be provided to OML (and/or any of OML’s Subsidiaries as directed by OML and reflected in a Contribution Request): (i) certain property and other assets (the “Contributed Property”) in exchange for Contribution Units; and (ii) certain services (the “Contributed Services,” and together with the Contributed Property, the “Contributed Assets”) in exchange for Contribution Units. (iii) Exhibit A to this Agreement sets forth the Contributed Services and the associated Cost of OMEX Services of such Contributed Services. (b) If OML desires to receive a Contributed Asset, it shall send a request to OMEX in the form attached hereto as Exhibit B (each such request, a “Contribution Request”) setting forth in detail the requested Contributed Asset, the business purpose for the request, the proposed use of the Contributed Asset and the date or dates by which OML is seeking to receive such Contributed Asset. OML shall provide any supplementary information related thereto that OMEX requests from time to time related to any Contribution Request. (c) Following OMEX’s receipt of the Contribution Request and any additional information that OMEX requests thereafter from OML associated with such Contribution Request, OMEX will notify OML within a reasonable time whether it intends to provide the Contributed Asset that is the subject of the Contribution Request or whether it proposes to modify any portion of the Contribution Request (with respect to scope, timing or otherwise) prior to agreeing to provide the requested Contributed Asset. If OMEX proposes to modify any portion of the Contribution Request, the Parties shall work together in good faith to agree on the terms of any such modifications within a reasonable time. (d) The Parties shall work together in good faith and, within a reasonable time, determine and agree on a Fair Market Value or Cost of Odyssey Service, as applicable, and shall document such Fair Market Value or Cost of Odyssey Service, as applicable, on the Contribution Request associated with the Contributed Asset.
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Contributions of Assets. All personal property used in the operation and management of the Properties including but not limited to that listed on Schedule 4.6 will be transferred to the Operating Partnership in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property used by the Contributing Parties in the operation and management of the Property including but not limited to that listed on Schedule
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Contributions of Assets. CLOSING 16 2.1 Assets to be Contributed 16 2.2 Excluded Assets 18 2.3 Consideration 19 2.4 Liabilities. 19 2.5 Allocation 21 2.6 Closing 21 2.7 Closing Obligations 21 2.8 Adjustments to Closing Cash Payment. 23 2.9 Earn-Out Payments 26 2.10 Consents. 26 2.11 Escrow 27 2.12 Seller’s Representative 27 3. REPRESENTATIONS AND WARRANTIES OF SELLER 28 3.1 Organization and Good Standing 28 3.2 Power and Authority; Enforceability; No Conflict; Capitalization; Subsidiaries 28 3.3 Financial Statements 29 3.4 Books and Records 30 3.5 Condition of Assets 30 3.6 Related Party Transactions 30 3.7 Real Property. 30 3.8 Title to Assets; Encumbrances. 32 3.9 Accounts Payable 32 3.10 Accounts Receivable 33 3.11 Inventories 33 3.12 No Undisclosed Liabilities 33 3.13 Tax Matters 33 3.14 Broker Fees 35 3.15 Employee Benefits. 35
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Contributions of Assets. All personal property used by the Chrysson Parties in the operation and management of the Properties including but not limited to that listed on SCHEDULE 4.6 will be transferred to Boddie-Noell in conjunction with the Closing and as partial conside▇▇▇▇▇▇ ▇▇▇ ▇he transactions otherwise contemplated by this Agreement.
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Contributions of Assets 
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Related to Contributions of Assets

  • Dispositions of Assets Except as otherwise provided in this Section, none of the Borrowers or the Non-Borrower Subsidiaries (other than the Insurance Subsidiary) shall, directly or indirectly, become a party to or effect any disposition of assets (other than (x) an Excluded Asset Disposition which shall be deemed to be permitted by this Section 7.04(b), and (y) the Disposition of assets or Equity Interests owned by a Borrower or Non-Borrower Subsidiary to a Borrower except that the Parent may not Dispose of all or any material portion of its assets to another Borrower, and for the avoidance of doubt, and notwithstanding anything else in this Section 7.04(b) to the contrary, in the case of the transactions described in clauses (x) and (y) of this parenthetical, clause (b)(i) below, or clause (c) below, no such Disposition shall trigger the requirement to provide the deliverables under this Section and no such Disposition shall count against the Disposition Basket (defined below)); provided, that, so long as no Default or Event of Default has occurred and is continuing, or would result therefrom (including by way of cross-default to any other Indebtedness) during the term of this Agreement, (i) the Borrowers may consummate the Permitted ▇▇▇▇▇▇▇▇▇ Disposition; and (ii) the Borrowers and the Non-Borrower Subsidiaries may dispose of, sell or transfer assets (including in connection with an asset swap) or Equity Interests of any Subsidiaries of the Parent from and after the Closing Date having an aggregate fair market value not in excess of 10.0% of Consolidated Total Assets (the “Disposition Basket”) (as measured at the end of the most recently ended fiscal quarter for which financial statements have been furnished under Section 6.04(a) or (b)), in each case for fair and reasonable value, which shall, solely in connection with a disposition, sale or transfer of assets (or a series of related sales or transfers) after the date hereof having a fair market value in excess of $5,000,000, be determined to be fair and reasonable by the board of directors of the Parent in good faith and evidenced by a resolution of such directors which shall be delivered by the Parent to the Administrative Agent prior to the consummation of such sale or transfer, along with a compliance certificate evidencing compliance with the foregoing limitation and pro forma compliance with the covenants set forth in Section 7.11 after giving effect to such sale or transfer and any applicable Elevated Leverage Ratio Period, and such other information and documentation related to such Disposition as is reasonably requested by the Administrative Agent, and, in the case of an asset swap, so long as such asset swap in the reasonable business judgment of the Parent does not have a Material Adverse Effect; provided, however, that prior to the Full Payment of the Borrowers’ Obligations hereunder, the Administrative Agent and the Lenders will be under no obligation to release their Lien on any of the Collateral subject to a Disposition pursuant to the terms of this Section 7.04(b)(ii) unless any Liens securing any Indebtedness incurred pursuant to Section 7.03(j) in such Collateral are simultaneously being (and are required to be) released by the holders of such Indebtedness as and to the extent required by the intercreditor agreement applicable thereto. Upon a disposition permitted by this Section 7.04(b)(ii) of all or substantially all of the assets (x) of a Borrower, such Borrower may be liquidated or dissolved so long as all (if any) remaining assets held by such Borrower are transferred to an existing Borrower and remain subject to a Lien of the Administrative Agent, for the benefit of the Secured Parties, and (y) of a Non-Borrower Subsidiary, such Non-Borrower Subsidiary may be liquidated or dissolved so long as all (if any) remaining assets held by such Non-Borrower Subsidiary are transferred to a Borrower or a Non-Borrower Subsidiary.

  • 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.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase: 1. The name of the issuer and description of the Assets; 2. The number of shares or the principal amount purchased, and accrued interest, if any; 3. The trade date; 4. The settlement date; 5. The purchase price per unit and the brokerage commission, taxes and other expenses payable in connection with the purchase; 6. The total amount payable by the Portfolio upon such purchase; 7. The name of the person from whom or the broker or dealer through whom the purchase was made; and 8. The name of the Portfolio with respect to which such purchase was made. In accordance with such Instructions, Custodian will pay for out of monies held for the Account of the applicable Portfolio, but only insofar as monies are available therein for such purpose, and receive the Assets so purchased by or for the Account of the applicable Portfolio. Such payment will be made only upon receipt by Custodian of the Assets so purchased in form for transfer satisfactory to Custodian.

  • Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.

  • Dispositions of Assets or Subsidiaries Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except: (i) transactions involving the sale of inventory in the ordinary course of business; (ii) any sale, transfer, disposal, abandonment or lease of assets in the ordinary course of business which are no longer necessary or required in the conduct of such Loan Party’s or such Subsidiary’s business; (iii) any sale, transfer or lease of assets by any Loan Party or wholly owned Subsidiary of such Loan Party to another Loan Party; (iv) any sale, transfer disposal, abandonment or lease of assets in the ordinary course of business which are replaced by substitute assets acquired or leased within the parameters of Section 8.2.17 [Capital Expenditures and Leases]; provided such substitute assets are obtained within 180 days and are subject to the Lenders’ Prior Security Interest; or (v) any sale, transfer or lease of assets in connection with a Permitted Joint Venture to the extent permitted pursuant to Section 8.2.4 (vii), 8.2.4 (viii) and/or 8.2.8 [Affiliate Transactions] of this Agreement; (vi) any sale, transfer, disposal, abandonment or lease of assets, other than those specifically excepted pursuant to clauses (i) through (v) above, up to an amount of $500,000 per fiscal year; or (vii) any sale, transfer or lease of assets, other than those specifically excepted pursuant to clauses (i) through (vi) above, which is approved by the Required Lenders so long as the after-tax proceeds (as reasonably estimated by the Borrowers) are applied as a mandatory prepayment of the Term Loans in accordance with the provisions of Section 5.7.1 [Sale of Assets] above.