Contribution of Property. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction as to any property contributed to the capital of the Company shall, for tax purposes, be allocated among the Unitholders so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value.
Contribution of Property. At the Closing 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 (other than Permitted Liens), all of its right, title and interest to the Property. The contribution of the Property shall be evidenced by a Deed. The parties shall take such additional actions and execute such additional documentation as may be required by the Contributor’s entity documents and the OP Agreement, or as reasonably requested by the Operating Partnership in order to effect the transactions contemplated hereby. 5
Contribution of Property. Subject to the consent of the Trustee, the Employer may make its contribution to the Plan in the form of property, provided such contribution does not constitute a prohibited transaction under the Code or ERISA. The decision to make a contribution of property is subject to the general fiduciary rules under XXXXX.
Contribution of Property. Prior to the distribution of the Ashford LLC Common Units to the limited partners of Ashford Trust OP holding Ashford Trust OP Common Units, pursuant to Section 2.1(a) Ashford Trust OP agrees to contribute to Ashford LLC $30.8 million in cash for working capital purposes. Additionally, on the Distribution Date, Ashford Trust agrees to execute the Licensing Agreement, pursuant to which it will, among other things, assign all of its rights, on a nonexclusive basis, in and to certain names, trademarks and service marks of Ashford Trust to Ashford Inc.
Contribution of Property. (a) Following the latest of such time as: (i) the City shall have adopted an ordinance substantially in the form of EXHIBIT E attached hereto and incorporated herein by this reference (the "Ordinance") providing that upon conveyance of the Property to the Joint Venture, the Property shall be released from all the requirements, restrictions and conditions of the Development Agreement, other than the reversion provisions contained in the Development Agreement and Parcel Deed, as amended (collectively, the "Reverter"), and upon substantial completion of the Facility, the entire Parcel shall be released from the Reverter and the City will provide the Joint Venture, for recordation in the office of the County Clerk of the County pursuant to N.J.S.A. 46:15-1.1 ET.SEQ., with an instrument to reflect the release of the entire Parcel from the Reverter; (ii) MR Sub or its Affiliates shall have obtained all other governmental or quasi-governmental approvals necessary to permit the transfer of title to the Property to the Joint Venture; (iii) the City has vacated the existing public works facilities located on the Property, and MRI, MR Sub or the City, as appropriate, has caused all such facilities to be completely removed from the Property (it being understood and agreed, however, that underground piling beneath the public works facilities shall remain in place, and upon Commencement of Construction of the Facility, MRI will promptly reimburse the Joint Venture, in the amount of $35,000, as a one-time payment for the installation of new piles in and around the area of the existing underground piles, as shown on Pile Overlay Drawing P-1, dated as of January 6, 2000, and prepared by Xxxxxx, Xxxxxxxxxx and Xxxxxx, Inc.); (iv) MRI and MR Sub have obtained all Master Plan Approvals; (v) Managing Venturer shall have obtained all requisite approvals for construction of the Facility, as contemplated hereunder, from the NJDEP and the Atlantic City Planning Board; (vi) MRI or MR Sub shall have obtained from the New Jersey Department of Transportation or the SJTA, as applicable, a vacation and extinguishment of any public rights in a certain portion of the former North Carolina Avenue having a size of 0.067 acres, all as more specifically shown on EXHIBIT F attached hereto and made a part hereof (the "Vacated Land"), which vacation and extinguishment shall be in a form acceptable to Managing Venturer, in its reasonable discretion, and acceptable to its title insurer and shall b...
Contribution of Property. In the event any Member actually contributes to the Company any property other than cash, any portion of any income, gain, Loss or deduction with respect to such property shall be allocated between or among the Members in accordance with Section 704(c) of the Code and Treasury Regulations Sections 1.704-3 and 1.704-3T, and the Members’ Capital Accounts shall be adjusted pursuant to the rules set forth in Treasury Regulations Sections 1.704-1(b)(2)(iv)(d) and 1.704-1(b)(2)(iv)(g) for allocations to the Members of income, gain, loss and deduction (including depreciation, amortization or other cost recovery) as computed for book purposes with respect to such property, so as to take account of the variation, if any, between the adjusted tax basis of such property to the Company and its fair market value at the time of its contribution. Allocations of income, gain, loss and deduction to Members under this Section 4.6 shall not affect a Member’s Capital Account.
Contribution of Property. 13 4.06. Delivery of Proprietary Information.................................13 4.07. Exclusivity.........................................................13 4.08. Access to Books and Records of the Seller...........................13
Contribution of Property. At or prior to the Closing, the Seller shall, or shall cause Tenneco and/or TGPL to, contribute to the Companies, "AS IS, WHERE IS" and without warranties, express or implied, all rights, title and interest in and to the furniture, fixtures and equipment located in the Companies' office space at 1100 Louisiana, Houston, Texas 77002 and used in connection with the xxxxxxxx xx xxx Xxxxxxxxx xx xx xxx date hereof; provided that the Seller shall not be required to, or shall not cause Tenneco or TGPL to, contribute assets to the Companies pursuant to this Section 4.05 with a book value in excess of $461,178.
Contribution of Property. Contributor agrees to contribute, transfer and assign and Beacon agrees to accept and assume, subject to the terms and conditions stated herein, all of Contributor's undivided, fifty percent (50%) interest as tenant in common in and to the following (herein collectively called the "PROPERTY"):
Contribution of Property. The following sentence shall be added as the last sentence in Section 2.1:
