Contribution Transactions Sample Clauses

Contribution Transactions. (a) At the Closing and subject to and on the terms and conditions contained in this Agreement, each Contributor shall contribute, transfer, assign, convey and deliver to the Company, all of its SCP Interests (also sometimes referred to as the “Contributed Assets”). The contribution of its SCP Interests to the Operating Partnership by each Contributor shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement by such Contributor in substantially the form of Exhibit B attached hereto and incorporated herein. (b) The parties shall take such additional actions and execute such additional documentation as may be required by the Operating Agreement or as requested in the reasonable judgment of counsel to the Company or the Operating Partnership in order to effect the transactions contemplated hereby.

Contribution Transactions. The Contribution Transactions shall have been consummated in accordance with Section 4.1, except for any deviations thereto permitted under Section 8.3 and any other deviations thereto which would not reasonably be expected to have an adverse impact in more than an insignificant respect on KPE, the Controlling Partnership or the holders of the KPE Common Units.

Contribution Transactions. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, each Contributor, severally and not jointly, shall contribute, transfer, assign, convey and deliver to the Company, absolutely and unconditionally and free and clear of all Encumbrances, but without representation or warranty except as expressly set forth herein (including without limitation Section 3.3), all of its Participating Entity Interests, including, without limitation, all rights to indemnification, reimbursement, payment and distributions in favor of such Contributor under the Participating Entity Agreements or any other agreements pursuant to which such Contributor acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit D for each Participating Entity Interest contributed to the Company hereunder. (b) Effective upon the Closing and subject to the terms and conditions contained in this Agreement, the Company hereby assumes all of the obligations of Contributors described on Exhibit C and the Contributors shall have no further liability or obligation with respect to such obligations. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the certificate of incorporation, as amended, and bylaws of the Company or as requested in the reasonable judgment of counsel to the Company in order to effect the transactions contemplated hereby.

Contribution Transactions. Unless otherwise indicated, the following shall be completed on the date hereof:

Contribution Transactions. (a) Upon the terms and subject to the conditions set forth herein and in the applicable Contribution Agreements, the EL Entities agree to cause the applicable EL Affiliates to contribute, transfer, assign and deliver to LATA Holdings, and LATA Holdings agrees to acquire, accept and receive, the Contributed Interests with respect to such Contributed Properties pursuant to the Contribution Agreements, in exchange for OP Units, as specified in the Contribution Structure Chart attached hereto as Schedule A and made a part hereof (the “Contribution Structure Chart”) with respect to such Contributed Property. (b) Upon the terms and subject to the conditions set forth herein and in the applicable Contract Assignment, the EL Entities agree to cause the applicable EL Affiliates to assign to LATA Holdings, and LATA Holdings agrees to accept and assume the applicable contract rights pursuant to the Contract Assignments (collectively, the “Contract Rights”) in exchange for OP Units, cash and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged as specified in the Contribution Structure Chart with respect to such Contributed Property. (c) The Contribution Structure Chart shows each Contributed Property and sets forth (i) the names of all of the Contributed Properties and their respective addresses of record (ii) the Contributors, indicating the equity interests of the applicable Contributed Entities held by each such Contributors, (iii) whether there will be a contribution of Contributed Interests or assignment of Contract Rights, and the specific number of OP Units and the cash consideration (if any) payable to each Contributor in return for the specified Contributed Interests and/or assignment of Contract Rights, as applicable, (iv) which Contributors, if any, are eligible to receive tax protection, (v) an aggregate calculation of the cash consideration and the total number of OP Units payable in connection with this Agreement, the Contribution Agreements and the Contract Assignments and (vi) certain other information with respect to the contribution transaction structure. (d) Upon the terms and subject to the conditions set forth herein, in the LP Purchase Agreements and in the Contract Assignments, LATA Holdings agrees that on, or promptly after the date hereof, it shall close on the transactions contemplated under the LP Purchase Agreements in accordance with the terms thereof.

Contribution Transactions. The Advisor hereby agrees to contribute $750,000.00 in cash (the “Cash Consideration”) to the Operating Partnership in exchange for the consideration set forth in Section 1.2 with such contribution effective on the date of this Agreement immediately prior to the amendment and restatement of the Partnership Agreement on the date hereof (the “Amended Partnership Agreement”).

Contribution Transactions. Unless this Agreement is terminated pursuant to Section 8.1, Crosstex shall, to the fullest extent permitted under the Crosstex GP LLC Agreement and the Crosstex MLP Partnership Agreement, but subject to the terms hereof including Section 6.4, take all corporate action necessary to (i) cause Crosstex GP LLC to execute and deliver the Partnership Agreement Amendment and Crosstex MLP Certificate Amendment (each as defined in the Contribution Agreement) and the Crosstex MLP Unitholder Agreement at the Contribution Closing, (ii) cause Crosstex MLP to execute the Preferential Rights Agreement (as defined in the Contribution Agreement), and (iii) execute and deliver the Crosstex MLP Unitholder Agreement, the Crosstex GP LLC Certificate Amendment (as defined in the Contribution Agreement) and the Preferential Rights Agreement.

Contribution Transactions. The transactions contemplated by the Contribution Transaction Documents shall have been, or shall be substantially concurrently with the First Closing Date, consummated in accordance with the terms of such documents and each other of the Contribution Transactions as set forth in the General Disclosure Package shall have been consummated on, prior to, or substantially concurrently with, the First Closing Date.

Contribution Transactions. The Special Limited Partner hereby agrees to assign, set over, and transfer to the Operating Partnership, absolutely and unconditionally and free and clear of all pledges, claims, liens, charges, restrictions, exceptions, reservations, covenants and conditions, encumbrances and security interests of any kind or nature whatsoever (“Liens”), all of its right, title and interest in and to the SLP Interest in exchange for the consideration set forth in Section 1.2(a), and the Operating Partnership hereby agrees to redeem the SLP Interest. Additionally, AREP hereby agrees to contribute $750,000.00 in cash (the “Cash Consideration”) in exchange for the consideration set forth in Section 1.2(b) with such contribution effective prior to the consummation of the Mergers.