Contribution and Conveyance Sample Clauses

Contribution and Conveyance. Each of the Constituent Companies acknowledges that each of the other Constituent Companies is part of a consolidated group of companies and that its financial strength is interdependent upon the financial strength of the consolidated group as a whole. Each of the Constituent Companies further acknowledges that its joint and several obligations under the Agreements is a necessary condition to the Constituent Companies receiving any funds from the issue of the Notes. Therefore, each of the Constituent Companies acknowledges and agrees that the Notes are supported by adequate consideration and that each has received a substantial benefit from the Notes, regardless of the amount of funds actually received by such Constituent Company under the Agreements. In the event a Constituent Company makes any payment under the Agreements which exceeds the amount of funds actually received, directly or indirectly, by such Constituent Company thereunder, such Constituent Company shall be entitled to contribution and reimbursement from each of the other Constituent Companies, pro rata, on the basis of funds actually received and shall be entitled to recover such amounts by available legal means. After (but only after) full payment of the Notes and until such recovery is made, such Constituent Company shall be deemed subrogated to the rights and interests of the Purchasers under the Agreements. Such rights of contribution, reimbursement and subrogation shall be and remain at all times junior, subordinate, inferior and subject to the right and interests of the Purchasers under the Agreements and shall not affect or impair in any way the joint, several, personal and unconditional obligation of each Constituent Company to fully pay each of the Notes and to perform all its other obligations under the Agreements.
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Contribution and Conveyance. At Closing, (i) the Partnership shall cause the Closing Date Subsidiary Transactions to be consummated (ii) immediately after the consummation of the Closing Date Subsidiary Transactions, Investor shall make the Investor Initial Contribution and shall be admitted as a limited partner of the Partnership, and (iii) immediately after the Investor Initial Contribution, VRLP shall convey and transfer to Investor, and Investor shall accept from VRLP, the Purchased Interest. For the avoidance of doubt, all of the transactions described in this Section 4.2 shall occur on the Closing Date pursuant to a single escrow arrangement reasonably acceptable to VRLP and Investor.
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Contribution and Conveyance. 13 1.1 Contributions and Conveyance...................................................................... 13 1.2 [RESERVED]........................................................................................ 21 1.3 [RESERVED]........................................................................................ 21 1.4 Allocation of Contribution Price and Form of Consideration........................................ 21 1.5
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Contribution and Conveyance. (a) Agreement of Existing Partners to Convey Partnership Interests in the Property Owners. Each Existing Partner agrees, subject to the terms and conditions of this Agreement, to assign, transfer and otherwise convey on the applicable Closing Date all of its Partnership Interests in the Property Owners to BPLP pursuant to an Assignment and Assumption of Partnership Interest(s) in the form attached hereto as Exhibit 9. Each Existing Partner has elected to receive for each such Partnership Interest either cash, Common Units or Preferred Units, as set forth opposite such Existing Partner's name on Schedule A. In the case of any Existing Partner that has elected to receive Common Units or Preferred Units, such Existing Partner has previously delivered a Representation Letter to BPLP.
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Contribution and Conveyance. 2.1 Contribution of the Non-Nomura Properties (other than 70 Xxxxx). Subject to the terms and conditions set forth in this Agreement, Contributor agrees to contribute and otherwise convey to Contributee and Contributee agrees to accept such contribution and conveyance from Contributor, with respect to the following:
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Contribution and Conveyance. Subject to the terms and conditions hereinafter set forth, Transferor agrees to contribute and convey and Transferee or its designated subsidiary agrees to accept and acquire the following:
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Contribution and Conveyance. The Parties acknowledge and agree that each of the following actions hereby occurs effective as of the beginning of December ___, 2007.
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Contribution and Conveyance 
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Related to Contribution and Conveyance

  • Purchase and Conveyance The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on the related Closing Date, receipt of which is hereby acknowledged, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to the Mortgage Loans, including the related Mortgage Note and Mortgages, in a Mortgage Loan Package having a Stated Principal Balance in an amount as set forth in the related PPTL, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loan Package accepted by the Purchaser on the related Closing Date, together with the related Mortgage Files and all rights and obligations arising under the documents contained therein, on a servicing released basis. With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all Monthly Payments due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that the principal portion of all Monthly Payments due on or before the related Cut-off Date and collected by the Seller or any successor servicer after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The Stated Principal Balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected, together with any unscheduled Principal Prepayments collected prior to the related Cut-off Date; provided, however, that Monthly Payments for a Due Date beyond the Cut-off Date shall not be applied to reduce the principal balance. Such Monthly Payments shall be the property of the Purchaser. If the Servicing Transfer Date has not yet occurred, the Seller shall remit any such Monthly Payments to the Purchaser on the Remittance Date following collection thereof. If the Servicing Transfer Date has occurred, the Seller shall remit any such Monthly Payments to the Purchaser in accordance with the Servicing Transfer Instructions.

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Subrogation and Contribution Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

  • Assignment and Conveyance 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

  • Indemnification and Contribution (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees, affiliates and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Prospectus, any “road show” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that only such information furnished by any Underwriter consists of the information described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

  • Merger Sale Conveyance and Lease Section 10.01. Issuer May Consolidate on Certain Terms 44 Section 10.02. Issuer Successor to Be Substituted 44 Section 10.03. Guarantor May Consolidate on Certain Terms 44 Section 10.04. Guarantor Successor to Be Substituted 45 Section 10.05. Assumption by Guarantor 45

  • Other Contribution Provisions In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, unless otherwise determined by the General Partner in its sole and absolute discretion, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such partner in cash and such Partner had contributed the cash to the capital of the Partnership. In addition, with the consent of the General Partner, one or more Limited Partners may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership.

  • Merger, Sale, Conveyance or Lease In case of (a) any share exchange, merger or similar transaction of the Company with or into another person or entity (other than a share exchange, merger or similar transaction in which the Company is the acquiring or surviving corporation) or (b) the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company’s successor shall be delivered to the holders of the Warrants, so that such successor shall succeed to and be substituted for the Company, and assume all the Company’s obligations under, this Agreement and the Warrants. The Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have been signed by the Company, and may execute and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant Debt Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such Reorganization Event, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the provisions of this Section 3.4.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

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