Contribution of Company Interests Sample Clauses

Contribution of Company Interests. The Contributors agree to contribute and transfer the Company Interests to the Acquirer, and the Acquirer agrees to accept transfer of the Company Interests and to assume all obligations and liabilities in respect thereof accruing on and thereafter pursuant to the terms and conditions set forth in this Agreement. Although the Properties are encumbered by certain deeds of trust securing loans (the "Property Loans") from Bank of America, N.A. or its assignee (the "Property Lender") to the Entities, as described in Section 1.1 of the Disclosure Schedule attached hereto as Exhibit A (the "Disclosure Schedule"), the Company Interests shall be transferred to the Acquirer free and clear of any claim, lien, charge, security interest, mortgage, deed of trust, encumbrance, purchase right or other right of any nature whatsoever of any third party ("Liens").
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Contribution of Company Interests. Contributor agrees to contribute and transfer the Company Interests to the Acquirer (such contribution and transfer being the "Contribution"), and the Acquirer agrees to accept transfer of the Company Interests pursuant to the terms and conditions set forth in this Agreement. Although the Property is encumbered by a deed of trust securing a loan in the original principal amount of $26,500,000 (the "Property Loan") from Nationsbanc Mortgage Capital Corporation or its assignee (the "Property Lender") to the Entity, the Company Interests shall be transferred to the Acquirer free and clear of any claim, lien, charge, security interest, mortgage, deed of trust, encumbrance, purchase right or other right of any nature whatsoever of any third party ("Liens"). The Property will remain encumbered by the Property Loan following the Closing (as hereinafter defined).
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Contribution of Company Interests. The Contributors agree to contribute and transfer the Company Interests to the Acquirer (such contribution and transfer being the "Contribution"), and the Acquirer agrees to accept transfer of the Company Interests pursuant to the terms and conditions set forth in this Agreement. Although the Property is encumbered by a deed of trust securing a loan (the "Property Loan") from Nationsbanc Mortgage Capital Corporation or its assignee (the "Property Lender") to the Entity, as described in Section 1.1 of the Disclosure Schedule attached hereto as Exhibit A (the "Disclosure Schedule"), the Company Interests shall be transferred to the Acquirer free and clear of any claim, lien, charge, security interest, mortgage, deed of trust, encumbrance, purchase right or other right of any nature whatsoever of any third party ("Liens").
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Contribution of Company Interests. At the Closing (as defined in Section 7.1) and subject to the terms and conditions contained in this Agreement, each Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally, and free and clear of all Liens, all of such Contributor’s Company Interests, in exchange for Common Shares, on the terms and subject to the conditions set forth herein. The contribution and assumption of each Contributor’s Company Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit C attached hereto (the “Contribution and Assumption Agreement”). From and after the Closing, the Contributors shall no longer be partners or members or, if applicable, a managing member of any Participating Company, and after the Closing shall have no obligations or responsibilities as a partner or member or managing member, as applicable, under any Operating Agreement.
Sample 1
Contribution of Company Interests. At the Closing (as defined in Section 7.1) and subject to the terms and conditions contained in this Agreement, each Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership (or a subsidiary of the Operating Partnership designated by the Operating Partnership), absolutely and unconditionally, and free and clear of all Liens, all of such Contributor’s Company Interests, in exchange for Common Shares, OP Units (if any) and/or an amount in cash, on the terms and subject to the conditions set forth herein. The contribution and assumption of each Contributor’s Company Interests shall be evidenced by a Contribution and Assumption Agreement in substantially the form of Exhibit C attached hereto (the “Contribution and Assumption Agreement”). From and after the Closing, the Contributors shall no longer be partners or members or, if applicable, a managing member of any Participating Company, and after the Closing shall have no obligations or responsibilities as a partner or member or managing member, as applicable, under any Operating Agreement.
Sample 1
Contribution of Company Interests. (a) At the Closing (as defined in Section 7.1) and subject to the terms and conditions contained in this Agreement, the Contributor shall contribute, transfer, assign, convey and deliver to the Operating Partnership, absolutely and unconditionally, and free and clear of all Liens, all of the Contributor’s Company Interests, in exchange for Common Shares, on the terms and subject to the conditions set forth herein.
Sample 1

Related to Contribution of Company Interests

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 37 Section 5.2 Contributions by the General Partner and its Affiliates 37 Section 5.3 Initial Offering 38 Section 5.4 Interest and Withdrawal 38 Section 5.5 Capital Accounts 38 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 42 Section 5.7 Conversion of Subordinated Units 42 Section 5.8 Limited Preemptive Right 43 Section 5.9 Splits and Combinations 43 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 44 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 44 Section 5.12 Establishment of TexNew Mex Units. 46

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • 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.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

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