Contribution Transactions. (a) At the Closing and subject to and on the terms and conditions contained in this Agreement, the Contributor shall contribute, transfer, assign, convey and deliver to the Company, all of the Holdings Interests (also sometimes referred to as the “Contributed Assets”). The contribution of the Holdings Interests to the Operating Partnership shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit C attached hereto and incorporated herein.
Contribution Transactions. Unless otherwise indicated, the following shall be completed on the date hereof:
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.
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. 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) Immediately following the effective time of the Second Merger, (i) pursuant to Section 3.4(e) of the South Shore LLC Agreement, Xxxx shall, and hereby does, contribute all of his limited liability company interests in South Shore to OWMH and, in consideration therefor, OWMH shall, and hereby does, issue New OWMH Common Units to Xxxx, in the amounts set forth on Schedule 2.7(a), and (ii) pursuant to Section 3.4(d) of the Bosun’s LLC Agreement, Bosun’s Marine shall, and hereby does, contribute all of its limited liability company interests in Bosun’s to OWMH and, in consideration therefor, OWMH shall, and hereby does, issue New OWMH Common Units to Bosun’s Marine, in the amounts set forth on Schedule 2.7(a) (collectively, the “Xxxx and Bosun’s Marine Contributions”).
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 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.
Contribution Transactions. Immediately prior to the Effective Time:
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 III Interests (also sometimes referred to as the “Contributed Assets”). The contribution of its SCP III 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.
