Agreement to Contribute. Subject to and in accordance with the terms and provisions of this Agreement, Contributor agrees to contribute and convey to GIPLP, and GIPLP agrees to acquire and to accept from Contributor, for the Contribution Amount, all of the following property (collectively, the “Property”):
Agreement to Contribute. Each Member shall contribute to the capital of the LLC at the time and in the manner provided in this Article III and shall undertake on behalf of the LLC the covenants set forth in this Article III.
Agreement to Contribute. Contributor agrees to contribute (the “Contribution”) to Contributee, and Contributee agrees to receive from Contributor, subject to all of the terms and conditions of this Agreement, all of Contributor’s right, title and interest in and to those certain residential apartment projects commonly known as (i) “Buena Vista Apartments,” located in Pasadena, Los Angeles County, California, (ii) “Casa de Monterey,” located in Norwalk, Los Angeles County, California, (iii) “Crosswood Park Apartments,” located in Citrus Heights, Sacramento County, California, (iv) “MountainView Apartments,” located in San Dimas, Los Angeles County, California, (v) “Pathfinder Village Apartments,” located in Fremont, Alameda County, California, (vi) “Scotchollow Apartments,” located in San Mateo, San Mateo County, California and (vii) “Towers of Westchester Park Apartments,” located in College Park, Prince George’s County, Maryland, consisting of the following:
Agreement to Contribute. Each of the Contributing Parties hereby jointly and severally agrees to: (i) cause the Property Company in which such Contributing Party owns a Property Company Interest to distribute the Contributed Assets owned by such Property Company to the Contributing Parties owning such Property Company Interests in-kind in proportion to their respective Property Company Interests in such Property Company, (ii) contribute to SLC the Contributed Assets received by such Contributing Party in exchange for SLC OP Units as set forth below; (iii) contribute to SLT a portion of the Property Company Interests owned by such Contributing Party in exchange for Cash and SLT OP Units as set forth below; and (iv) contribute to SLT Financing the remaining portion of the Property Company Interests owned by such Contributing Party in exchange for Cash as set forth below.
Agreement to Contribute. Subject to the conditions and on the terms contained in this Agreement, HSRE agrees to contribute to HSRE-ESP cash in the amount specified in Section 2.2.3 below and Extra Space agrees to (i) contribute, assign, convey and transfer to HSRE-ESP the ESP Interests, on the terms and conditions set forth in this Agreement and in the Assignment Agreement (as defined in Section 4.2.2.2 below) and (ii) contribute to HSRE-ESP cash in the amount specified in Section 2.2.4 below.
Agreement to Contribute. On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to contribute, transfer, assign, set over and otherwise convey to the Company, from time to time on or after the Commencement Date, or with respect to any Originator that first becomes a party hereto after the date hereof, commencing on such date as mutually agreed by the parties, but before the Contribution Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:
Agreement to Contribute. Subject to the terms and conditions of this Agreement, at the Closing, Contributors agree to contribute the Contributed Company Stock to Laredo in exchange for the Equity Consideration, as adjusted pursuant to this Agreement. The percentages of the Equity Consideration to be received by each Contributor, as determined in accordance with the Company’s Organizational Documents, are set forth on Annex A. In accordance with the Company’s Organizational Documents and this Agreement, the Equity Consideration allocated to each Contributor shall be adjusted at Closing to reflect the Adjusted Equity Consideration. Laredo, the Company and the Contributor Representative shall cause any adjustment in the percentages of the Equity Consideration as set forth in Annex A to be determined not less than three Business Days before the Closing Date. The Adjusted Equity Consideration shall be paid by Laredo to Contributors at the Closing as set forth in Annex A as so adjusted.
Agreement to Contribute. 1.1 The Contributors agree to contribute the Projects to Sun, and Sun agrees to accept the Projects from the Contributors, in accordance with the terms and subject to the conditions hereinafter set forth.
Agreement to Contribute. At the Closing, as defined in Section 1.5 hereof, each of the Sellers shall contribute, convey, assign, transfer and deliver to PRG, upon and subject to the terms and conditions of this Agreement, all of their respective rights, titles and interests in and to an undivided interest in 15.375% of the stock of SPL in exchange for 52,721 Preferred Units in PRG having an aggregate liquidation preference of $1,230,000 (the "Preferred Units"). The Preferred Units will be entitled to the same rights and privileges of Regular Units except as specifically provided herein. In the event that, upon an initial public offering in which equity is sold to the public, the value of the stock that would otherwise be exchanged for the Preferred Units (calculated at the offering price paid by the public) is less than the liquidation preference of such Preferred Units, the Preferred Units will convert into a number of shares with a value equal to the liquidation preference thereof (calculated at the offering price paid by the public). In accordance with PRG's credit agreement with The Bank of New York, as agent, SPL will be required to pledge its units (without other recourse) to The Bank of New York, as agent, as additional security for PRG's borrowings under such credit agreement. Subject to the consent of The Bank of New York, as agent, and to PRG not being in default under its credit agreement therewith (or with any substitute senior institutional lender), SPL will have the right to require PRG to repurchase the Preferred Units commencing three years after their original issuance at a price equal to the liquidation preference thereof. PRG will use commercially reasonable efforts to obtain the consent of The Bank of New York to allow the redemption rights described in the immediately preceding sentence.
Agreement to Contribute. In consideration of certain common and preferred stock of the Company issued to the Sellers, the Sellers agree to contribute, and do hereby contribute to the Company, and the Company agrees to accept, and does hereby accept, from the Sellers, all of such Seller's right, title and interest in and to (i) on the Initial Closing Date, certain Receivables, and the Related Rights with respect thereto, existing on the Initial Cut-Off Date, (the "Initial Contributed Receivables") and (ii) thereafter, all other Contributed Receivables.
