Contributions of Assets Sample Clauses

Contributions of Assets. All personal property used by the Contributing Parties in the operation and management of the Property including but not limited to that listed on Schedule 4.6 will be transferred to BNP in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property owned by the Contributors or Constituent Partnerships and used in the operation and management of the Properties will be transferred to the Operating Partnership in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. (a) From time to time, subject to the terms and conditions of this Agreement, OMEX agrees to provide or cause to be provided to OML (and/or any of OML’s Subsidiaries as directed by OML and reflected in a Contribution Request):
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Contributions of Assets. All personal property used in the operation and management of the Properties including but not limited to that listed on Schedule 4.6 will be transferred to the Operating Partnership in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. All personal property used by the Contributing Parties in the operation and management of the Property including but not limited to that listed on Schedule
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Contributions of Assets. All personal property used in the operation and management of the Properties including but not limited to that listed on SCHEDULE 4.6 will be transferred to Carolina in conjunction with the Closing and as partial consideration for the transactions otherwise contemplated by this Agreement.
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Contributions of Assets. CLOSING 16 2.1 Assets to be Contributed 16 2.2 Excluded Assets 18 2.3 Consideration 19 2.4 Liabilities. 19 2.5 Allocation 21 2.6 Closing 21 2.7 Closing Obligations 21 2.8 Adjustments to Closing Cash Payment. 23 2.9 Earn-Out Payments 26 2.10 Consents. 26 2.11 Escrow 27 2.12 Seller’s Representative 27 3. REPRESENTATIONS AND WARRANTIES OF SELLER 28 3.1 Organization and Good Standing 28 3.2 Power and Authority; Enforceability; No Conflict; Capitalization; Subsidiaries 28 3.3 Financial Statements 29 3.4 Books and Records 30 3.5 Condition of Assets 30 3.6 Related Party Transactions 30 3.7 Real Property. 30 3.8 Title to Assets; Encumbrances. 32 3.9 Accounts Payable 32 3.10 Accounts Receivable 33 3.11 Inventories 33 3.12 No Undisclosed Liabilities 33 3.13 Tax Matters 33 3.14 Broker Fees 35 3.15 Employee Benefits. 35
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Contributions of Assets. All personal property used by the Chrysson Parties in the operation and management of the Properties including but not limited to that listed on SCHEDULE 4.6 will be transferred to Boddie-Noell in conjunction with the Closing and as partial considexxxxxx xxx xhe transactions otherwise contemplated by this Agreement.
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Contributions of Assets 
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Related to Contributions of Assets

  • Dispositions of Assets Until the first day after the Restriction Period, none of SpinCo or any member of the SpinCo Group shall sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the gross assets of SpinCo, nor shall SpinCo or any member of the SpinCo Group sell, transfer, or otherwise dispose of or agree to dispose of assets (including, for such purpose, any shares of capital stock of a Subsidiary and any transaction treated for tax purposes as a sale, transfer or disposition) that, in the aggregate, constitute more than 60 percent of the consolidated gross assets of the SpinCo Group. The foregoing sentence shall not apply to sales, transfers, or dispositions of assets in the ordinary course of business. The percentages of gross assets or consolidated gross assets of SpinCo or the SpinCo Group, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of SpinCo and the members of the SpinCo Group as of the Distribution Date. For purposes of this Section 4(b)(v), a merger of SpinCo or one of its Subsidiaries with and into any Person shall constitute a disposition of all of the assets of SpinCo or such Subsidiary.

  • Contribution of Assets Subject to and upon the terms and conditions contained herein, on the Closing Date, Dentist shall convey, transfer, deliver and assign to Pentegra or any affiliate of Pentegra designated by Pentegra all of Dentist's right, title and interest in and to those certain assets described on EXHIBIT 1.1 attached hereto (individually, "Asset", and collectively "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances, except as specifically assumed, or taken subject to, by Pentegra pursuant to SECTION 1.3(b) hereof.

  • Purchases of Assets Fund will, on each business day on which a purchase of Assets shall be made by it, deliver to Custodian Instructions which shall specify with respect to each such purchase:

  • Distribution of Assets In case the Company shall declare or make any distribution of its assets (including cash) to holders of Common Stock as a partial liquidating dividend, by way of return of capital or otherwise, then, after the date of record for determining shareholders entitled to such distribution, but prior to the date of distribution, the holder of this Warrant shall be entitled upon exercise of this Warrant for the purchase of any or all of the shares of Common Stock subject hereto, to receive the amount of such assets which would have been payable to the holder had such holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such distribution.

  • Dispositions of Assets or Subsidiaries Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests of a Subsidiary of such Loan Party), except:

  • Liquidation of Assets We have the right to liquidate assets in your Xxxx XXX if necessary to make distributions or to pay fees, expenses, taxes, penalties, or surrender charges properly chargeable against your Xxxx XXX. If you fail to direct us as to which assets to liquidate, we will decide, in our complete and sole discretion, and you agree to not hold us liable for any adverse consequences that result from our decision.

  • Distributions of Cash Flow Cash flow for each taxable year of the Company shall be distributed to the Member at such times and in such amounts as the Member shall determine.

  • VALUATION OF ASSETS (a) Except as may be required by the 1940 Act, the Board of Managers shall value or have valued any Securities or other assets and liabilities of the Fund as of the close of business on the last day of each Fiscal Period in accordance with such valuation procedures as shall be established from time to time by the Board of Managers and which conform to the requirements of the 1940 Act. In determining the value of the assets of the Fund, no value shall be placed on the goodwill or name of the Fund, or the office records, files, statistical data or any similar intangible assets of the Fund not normally reflected in the Fund's accounting records, but there shall be taken into consideration any items of income earned but not received, expenses incurred but not yet paid, liabilities, fixed or contingent, and any other prepaid expenses to the extent not otherwise reflected in the books of account, and the value of options or commitments to purchase or sell Securities or commodities pursuant to agreements entered into prior to such valuation date.

  • Capital Contributions and Distributions The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.

  • Sales, Etc. of Assets Sell, lease, transfer or otherwise dispose of, or permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire any assets, except:

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