Sale and Contribution of Assets Sample Clauses

The 'Sale and Contribution of Assets' clause defines the terms under which one party transfers ownership or contributes specific assets to another party, typically as part of a larger transaction or business arrangement. This clause outlines which assets are included, the method of transfer, and any conditions or representations related to the assets, such as their value or encumbrances. Its core function is to ensure a clear and legally binding transfer of assets, thereby preventing disputes over ownership and clarifying the responsibilities of each party involved.
Sale and Contribution of Assets. Upon the terms and subject to the conditions set forth herein, at the Closing: (a) the Sellers shall cause Partners One to sell, convey, assign, transfer and deliver to AIMCO or its designee the NHP Partners Stock; and (b) each of Phemus, Capricorn, ▇▇▇▇▇▇ and Partners Two LLC shall sell, convey, assign, transfer and deliver to AIMCO OP or its designee all of its or his interests in Partners Two.
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Sale and Contribution of Assets. Upon the terms and subject to the conditions of this Agreement, as of the Closing Date Purchaser hereby purchases or, as applicable, acquires and accepts from Seller, and Seller hereby sells, conveys, transfers, assigns, contributes and delivers to Purchaser, all of Seller’s right, title and interest in and to the Assets, in each case, free and clear of any Liens and Orders of any kind whatsoever, except Permitted Liens.
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Sale and Contribution of Assets. 2.1 Sale and Contribution of Assets........................................11 2.2 Consideration..........................................................11 2.3 Closing................................................................12 2.4 Deliveries by the Sellers at Closing...................................12 2.5 Deliveries by the Buyers at Closing....................................13
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Sale and Contribution of Assets 
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Related to Sale and Contribution of Assets

  • 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.

  • 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.

  • Disposition of Assets No Loan Party shall, and no Loan Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Loan Party, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (except subject to compliance with, or termination of, this Agreement), except: (a) dispositions of inventory, or used, worn-out or surplus equipment or defaulted receivables for collection, all in the Ordinary Course of Business; (b) dispositions not otherwise permitted hereunder which are made for fair market value (excluding Accounts, Inventory and notes receivable); provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, (iii) such dispositions are made for fair market value, (iv) the requirements of Section 2.05(b)(ii), to the extent applicable, are complied with in connection therewith, provided that, all Net Cash Proceeds received from dispositions in any Fiscal Year under this clause (b) in an aggregate amount in excess of $7,500,000 per annum shall be paid in accordance with Section 2.03(b) of the Term Credit Agreement or, if applicable, Second Lien Credit Agreement, and (v) after giving effect to such disposition, the Loan Parties are in compliance on a pro forma basis with the covenant set forth in Section 7.19, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; (c) dispositions of Cash Equivalents; (d) licenses, sublicenses, leases or subleases granted to third parties in the Ordinary Course of Business not interfering with the business of the Loan Parties or any of their Subsidiaries; (e) dispositions constituting an Investment or Restricted Payment permitted under this Agreement; (f) dispositions in connection with an Event of Loss; provided that the requirements of Section 2.05(b) and Section 2.03(b) of the Term Credit Agreement are complied with in connection therewith; (g) dispositions of the assets of any Non-Material Subsidiary; (h) sale-leasebacks of real estate, machinery and equipment with a value not to exceed $10,000,000 in the aggregate; (i) termination of a lease that is not reasonably likely to result in a Material Adverse Effect and does not result from a default by a Loan Party; and (j) any disposition described in the Structure Memorandum.

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Sale of Assets The Company or the Bank sells to a third party all or substantially all of its assets.