Contribution of the Contributed Assets. At the Closing, on the terms and subject to the conditions of this Agreement, (a) Azure shall cause its Subsidiaries to contribute, transfer, convey and deliver to certain Subsidiaries of Xxxxxx all of Azure’s and its Subsidiaries’ right, title and interest in and to the Contributed Assets, free and clear of all Liens (other than Permitted Liens), in exchange for the consideration set forth in Section 2.2 and (b) Xxxxxx and its Subsidiaries shall purchase, assume and accept the Contributed Assets and the TGG Assumed Liabilities with respect thereto.
Contribution of the Contributed Assets. On the terms and subject to the conditions of this Agreement, ACM shall transfer, assign, convey and deliver to ARLP all right, title and interest in and to the Contributed Assets and ARLP shall issue the Partnership Units and the Warrants to ACM.
Contribution of the Contributed Assets. On and subject to the terms and conditions of this Agreement, at the Closing, GCC and GC LLC each agree to contribute, convey, transfer, irrevocably assign and deliver to the Contributee the assets set forth on, or described in, Schedule 1.1 (collectively, the “Contributed Assets”), in exchange for the Contribution Value, except as provided herein, free and clear of all Encumbrances, and at the Closing, the Contributee agrees to accept contribution of the Contributed Assets and assume the Assumed Liabilities, if any, in exchange for the Contribution Value.
Contribution of the Contributed Assets. On and subject to the terms and conditions of this Agreement, at the Closing, SSH agrees to contribute, convey, transfer, irrevocably assign and deliver to the Operating Partnership the assets set forth on, or described in, Schedule 1.1 (collectively, the “Contributed Assets”), in exchange for the Contribution Value, except as provided herein, free and clear of all Encumbrances, and at the Closing, the Operating Partnership agrees to accept contribution of, the Contributed Assets and assume the Assumed Liabilities, if any, in exchange for the Contribution Value.
Contribution of the Contributed Assets. Subject to the terms and conditions of this Agreement and concurrently with, the closing of the Purchase Agreement, at the Closing, the Assignor shall contribute, transfer, assign, deliver and convey, to the Company all of the Assignor’s right, title and interest in and to the Contributed Assets set forth in Exhibit A and all rights of action, power and benefit belonging to or accruing from the Contributed Assets including the right to undertake proceedings to recover past and future damages and claim all other relief in respect of any acts of infringement thereof whether such acts shall have been committed before or after the date of this assignment, the same to be held and enjoyed by said Company, for its own use and benefit and the use and benefit of its successors, legal representatives and assigns, as fully and entirely as the same would have been held and enjoyed by the Assignor, had this assignment not been made.
Contribution of the Contributed Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Contributor shall contribute, assign, transfer, convey and deliver, as a contribution to Company, and Company shall acquire and accept from Contributor, free and clear of Liens except for GP Permitted Liens, the entire right, title and interest of Contributor, to and under all of the assets, properties, contracts and rights of every kind and description, real, personal and mixed, tangible and intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, wherever situated, of Contributor other than the Excluded Assets (the “Contributed Assets”). The Contributed Assets include, without limitation, the following assets, properties and rights:
Contribution of the Contributed Assets. Subject to the terms and conditions of this Agreement and the LLC Agreement, at the Effective Time, in accordance with the LLC Agreement, Contributing Member hereby grants, conveys, assigns, transfers and delivers to the Company, as a Capital Contribution, free and clear of all Liens (other than Permitted Liens), all of Contributing Member’s right, title and interest in, to and under the following assets (the “Contributed Assets”):
Contribution of the Contributed Assets. At the Closing, the Company shall acquire from Parent, and Parent shall contribute, transfer, convey, assign and deliver to the Company, the Contributed Assets on a going concern basis, free and clear of all Liens or claims, other than Permitted Liens.
Contribution of the Contributed Assets. On and subject to the terms and conditions of this Agreement, at the Closing, the Contributor agrees to contribute, convey, transfer, irrevocably assign and deliver to the Contributee the assets specifically set forth on, or specifically described in, Schedule 1.1 (collectively, the “Contributed Assets”), free and clear of all Encumbrances (other than Permitted Encumbrances) in exchange for the Contribution Value, and at the Closing, the Contributee agrees to accept contribution of the Contributed Assets and assume the Assumed Liabilities, if any, in exchange for the Contribution Value.
Contribution of the Contributed Assets. On and subject to the terms and conditions of this Agreement, prior to the Closing, and in no event less than one (1) Business Day prior to the Daisho Spin-Off (the “Transfer Date”) the Contributor agrees to cause the employment of the Continuing Employees to be transferred to NewCo on the terms and conditions set forth in Section 5.3(a), and to contribute, convey, transfer, irrevocably assign and deliver to NewCo the membership interests in the Contributed Subsidiaries and those assets specifically set forth on, or specifically described in, Schedule 1.1(a) (collectively, the “Contributed Assets”), free and clear of all Liens (other than Permitted Liens), and at the Closing, NewCo agrees to accept the employment of the Continuing Employees and the contribution of the Contributed Assets and assume the Assumed Liabilities, if any.
