Contribution and Assignment Sample Clauses

Contribution and Assignment. For good and valuable consideration as set forth below, the receipt and sufficiency of which are hereby acknowledged, Contributor hereby irrevocably contributes, conveys, transfers, delivers and assigns to Company, free and clear of all liens, security interests and encumbrances of any kind (i) Contributor’s entire right, title and interest in and to any and all of the intellectual property as set forth on Exhibit 1 hereto, and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, knowhow, show-how, techniques, algorithms, databases, computer software and code (including software and firmware listings, assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations, comments, data, data structures, databases, data collections, system build software and instructions), mask works, formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship related thereto (the “Intellectual Property”), and all of Contributors rights and interests therein; (b) any and all Intellectual Property Rights (as defined below) claiming or covering such Intellectual Property and (c) any and all claims and causes of action, with respect to any of the foregoing, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to s▇▇ for such legal and equitable relief and to collect, or otherwise recover, any such damages that may have accrued to the Contributor in connection with such Intellectual Property and/or Intellectual Property Rights, and Company hereby accepts all of Contributor’s right, title, and interest in and to the forgoing (collectively, the “Assets”). For purposes hereof, “Intellectual Property Rights” means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights ...

Contribution and Assignment. Assignor does hereby contribute, sell, warrant, pledge, convey, assign, transfer and set over unto Assignee all of its present and future right, title and interest in, to and under the rights, interests, powers, privileges and other benefits, in each case whether now owned or existing or hereafter acquired or arising and wherever the same may be located in all of the following (all of which rights, being hereby assigned and pledged, or intended so to be, are hereinafter collectively referred to as the "Assigned Assets"): (a) all Vehicles, together with: (i) all substitutions, renewals or replacements of the Vehicles or any part included therein, (ii) all proceeds, rents, income, revenues and profits to the Assignor therefor, (iii) all security interests in such Vehicles, (iv) all logs, books, records and other written materials pertaining to the Vehicles or any part included therein and all warranties of any kind relating to the Vehicles; (b) all the right, title, interest, claims and demands now held or hereafter acquired by the Assignor as lessor, in, to and under the Leases, together with all rights, powers, privileges, options, licenses and other benefits of the Assignor, as lessor, under each thereof, whether arising under the Leases, by law or in equity, including, without limitation: (i) all rights, if any, to leases of Vehicles; (ii) the immediate and continuing right to receive and collect all payments, insurance and disposition proceeds, condemnation awards and other payments, tenders and security of any kind now or hereafter payable or receivable by, or for the benefit or account of, the Assignor, as lessor, under the Leases; (iii) the right to (1) give or receive any instrument, notice or other communication, (2) exercise any election or option or accept any surrender of the Vehicle or any part thereof or grant any waiver, consent or other approval, and (3) enter into any amendment, supplement or other modification or agreement relating to the Leases; (iv) the right to take such action and exercise such rights and remedies upon the occurrence of a default under a Lease, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the Leases, or by any other law or in equity, and to do any and all other things whatsoever which the Assignor is or may be entitled to do under the Leases; it being the intent and purpose hereof that the contribution, assignment and transfer to the Assign...

Contribution and Assignment. In consideration of (i) all product development expenditures made by Advanced to date towards the commercialization of the intellectual property described in Schedule A annexed hereto and made a part hereof (the “Subject Chemistry & Composition IP”), which, as of the date hereof it is stipulated and acknowledged by Piazza to have totaled more than [two hundred and fifty thousand dollars ($250,000)], together with (ii) a good faith, present commitment on the part of Advanced to continue to invest in such commercialization, including the bringing of the products embodying or potentially embodying the Subject Chemistry & Composition IP, all as specifically identified in Schedule B annexed hereto and made a part hereof, as it may be amended from time to time (collectively, the “Subject Products”) to market, the packaging and selling off to one or more third parties the rights of Advanced to one or more of the Subject Products as determined by Advanced, and/or to otherwise exploit such Subject Chemistry & Composition IP for profit, and to bear all of the costs associated with the establishment and maintenance of the intellectual property associated therewith and/or potentially associated therewith, including without limitation the filing and pursuit of patent applications and related intellectual property protections, and (iii) an agreement to pay to Piazza a percentage, based on the gross profit margins of the Subject Products manufactured and sold by or for the account of Advanced, and actually realized by Advanced and not at any time recouped for any reason whatsoever, as specifically set forth on Schedule C annexed hereto and made a part hereof, of all annually distributable income of Advanced from and after the date hereof (the “IP Royalty”), Piazza hereby irrevocably commits, contributes, conveys and assigns to Advanced all of his rights, title and interest in and to the Subject Chemistry & Composition IP.

Contribution and Assignment. Subject to and in accordance with the terms of the Contribution Agreement, notwithstanding any provision of the Operating Agreement, effective as of January 1, 2016, the Assignor does hereby CONVEY, TRANSFER, ASSIGN, CONTRIBUTE AND DELIVER to the Assignee, the Transferred Interests and, subject to the provisions of this Assignment, all of the Assignor’s duties, liabilities and obligations under, or arising in connection with, such Transferred Interests, and the Assignee hereby accepts the same.

Contribution and Assignment. A. Subject to the terms and conditions of this Agreement, Contributor hereby agrees to contribute to the Partnership, at the Closing (as such term is hereinafter defined), all of its right, title and interest in and to all of the LP Interests held by Contributor free and clear of all liens, claims, liabilities and encumbrances. The Partnership shall not assume any obligations or liabilities of the Contributor relating the ownership of the LP Interests arising prior to the date hereof. The Partnership, in reliance upon the representations and warranties of Contributor contained herein and on the terms and conditions herein set forth, hereby agrees to accept the contribution of the LP Interests from Contributor at the Closing on the terms and conditions set forth herein. Notwithstanding anything to the contrary, in the event that it is later determined that Contributor did not acquire the PAMI Interests pursuant to the Buy/Sell Provisions or otherwise, no contribution of the LP Interests shall be deemed to have been made by Contributor and Contributor shall not be deemed to have become a Limited Partner of the Partnership at any time. B. Subject to the terms and conditions of this Agreement, each New GP Entity hereby agrees, and Contributor shall cause each New GP Entity, to assign to the Partnership or, at the direction of the Partnership, its designated affiliate, at the Closing (as such term is hereinafter defined), all of its right, title and interest in and to all of the GP Interests held by such New GP Entity free and clear of all liens, claims, liabilities and encumbrances. Neither the Partnership nor any designee of the Partnership shall assume any obligations or liabilities of the Contributor or any New GP Entity relating the ownership of the GP Interests arising prior to the date hereof. The Partnership or its designated affiliate, in reliance upon the representations and warranties of Contributor contained herein and on the terms and conditions herein set forth, hereby agrees to accept the contribution of the GP Interests from such New GP Entity at the Closing on the terms and conditions set forth herein. Notwithstanding anything to the contrary, in the event that it is later determined that Contributor did not acquire the PAMI Interests pursuant to the Buy/Sell Provisions or otherwise, no contribution of the GP Interests shall be deemed to have been made by Contributor. C. The Port Charlotte Property, the Encore Harlingen Property, the Sunburst H...

Contribution and Assignment. On the Closing Date and immediately prior to the consummation of the IPO, without any further action, Assignor shall contribute, assign, transfer, convey and deliver to NewCo, and NewCo shall accept and assume from the Assignor, all of Assignor’s rights, title, and interest with respect to all of the Term Loans, and the Loan Documents and the Collateral as they pertain to such Term Loans, together with all of the obligations of Assignor in its capacity as lender under the applicable Loan Documents to the extent such obligations pertain to such Term Loans (the “Contribution and Assignment”). For the avoidance of doubt, NewCo and Assignor acknowledge and agree that the Contribution and Assignment shall not include any assignment of Assignor’s Retained Rights or assumption of Assignor’s obligations with respect to or arising under any of the Loan Documents to the extent they pertain to the Revolving Loans.

Contribution and Assignment. Upon the terms and subject to the conditions set forth in this Agreement, JBG Company Manager hereby contributes, grants, assigns, transfers and conveys and delivers forever to Newco Company Manager, all of JBG Company Manager’s rights, title and interest under, in and to the Contributed Interests. Newco Company Manager hereby accepts the foregoing contribution, grant, (1) Please note that this form agreement will be appropriately revised for each contribution set forth in Section 1.2 of the Transaction Agreement. assignment, transfer and conveyance of the Contributed Interests by JBG Company Manager to New Company Manager.

Contribution and Assignment. Upon the terms and subject to the conditions set forth in this Agreement, JBG Properties hereby contributes, grants, assigns, transfers and conveys and delivers forever to Newco OP, all of JBG Properties’ rights, title and interest under, in and to the Contributed Interests. Newco OP hereby accepts the foregoing contribution, grant, assignment, transfer and conveyance of the Contributed Interests by JBG Properties to Newco OP.

Contribution and Assignment. Subject to the satisfaction of the conditions specified in Sections 5.2 and 5.4, the Contributors shall contribute the Interests ("Contributed Interests") to the Operating Partnership by assigning all of the Contributors's right, title and interest in and to (i) the Company, together with any and all rights, privileges, benefits, obligations and liabilities (other than those liabilities, if any, listed on Schedule II attached hereto, which liabilities shall be retained by the Contributors) appertaining thereto, including but not limited to all of the Contributors' right, title and interest as a member of the Company in and to, subject to Section 2.3 hereof, the profits, surplus, losses, capital, cash flow, rentals, contract rights, cash, accounts, receivables, escrows, claims, chooses in action and other assets of such Partnership, and (ii) all partner loans made by the Contributors to such Partnership. The assignment and transfer of Contributed Interests shall be accomplished by the execution and delivery of an Assignment of Membership Interest, substantially in the form attached hereto as Exhibit A, with respect to the Contributed Interests (the "Assignment").