Sale and Contribution Sample Clauses

Sale and Contribution. In consideration of the premises, including the mutual benefits derived and to be derived from the Contribution Agreement and this Assignment, effective immediately following the assignment described in Section 2.1, the NPI Owners hereby sell, transfer and assign to Assignee, without warranty, express, implied or statutory, the Existing NPI Interests and any other net profits interests owned by the NPI Owners, to the extent and only to the extent that such Existing NPI Interests and any other net profits interests affect the Assets (the NPI Owners and Assignee acknowledging that to the extent that the Existing NPI Interests and other net profits interests affect properties other than the Assets, such Existing NPI Interests and other net profits interests shall remain in full force and effect and shall not be transferred hereby).
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Sale and Contribution. The Contributor agrees to (a) transfer and contribute the Contributed Interest to the Operating Partnership or its wholly-owned subsidiary designee on the Closing Date free and clear of all Liens and (b) pay to Manager the Acquisition Fee, in each case, subject to the terms and conditions of this Agreement. In consideration of such contribution and sale and payment, and in reliance on the representations and warranties of the Contributor contained in or made pursuant to the terms of this Agreement, at the Closing, the Operating Partnership agrees to (a) pay to the Contributor $32,500,000 in cash (the “Cash Consideration”) and (b) issue to the Contributor an aggregate number of OP Units that are equal to (i) the balance of the Sale and Contribution Value (i.e. the total Sale and Contribution Value less the Cash Consideration), divided by (ii) the initial public offering price per share of the REIT Shares as of the IPO (the “IPO Offering Price”); provided, however, that, instead of any fractional OP Units, the Contributor will receive a cash adjustment in an amount equal to the product of such fractional OP Unit multiplied by the IPO Offering Price (such OP Units and Cash Consideration, collectively, the “Contributed Interest Consideration”).
Sample 1Sample 2
Sale and Contribution. Subject to the terms and conditions set forth in this Agreement and the Assignment Agreement, (a) the Assignors are contemporaneously herewith (i) selling, conveying, transferring and assigning the Purchased Assets, free and clear of all Encumbrances (except for Permitted Encumbrances), to SXE, and (ii) contributing, conveying, transferring and assigning the Contributed Assets, free and clear of all Encumbrances (except for Permitted Encumbrances), to SXE, and (b) SXE shall then further contribute, convey, transfer and assign the Assigned Assets to the SXE Subsidiaries, in the manner set forth on Schedule 2.1.
Sample 1
Sale and Contribution. The purchase and sale of the Bolivian Purchase Entity, the transfer of the Joint Venture Assets to the Bolivian Joint Venture Entity and the formation of the Joint Venture and the Option in respect of the Gold Bar Mill, as set forth in the applicable Definitive Agreements, will be structured as follows: a.
Sample 1
Sale and Contribution. OF ASSETS 12 2.1 Sale of Undivided Interest in Contributed Assets. 12 2.2 Contribution of Uniroyal Assets and Bayer Assets to Partnership. 12 2.3 Excluded Obligations. 13 2.4 Non-Assignable Rights. 15 2.5 Closing Date 16 ARTICLE 3.
Sample 1

Related to Sale and Contribution

  • The Contribution 4.1 The Minister will make a non-repayable Contribution to the Recipient in respect of the Project in an amount not exceeding the lesser of (a) and (b) as follows:

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Maximum Contribution The total amount you may contribute to an IRA for any taxable year cannot exceed the lesser of 100 percent of your compensation or $6,000 for 2019 and 2020, with possible cost- of-living adjustments each year thereafter. If you also maintain a Xxxx XXX (i.e., an IRA subject to the limits of Internal Revenue Code Section (IRC Sec.) 408A), the maximum contribution to your Traditional IRAs is reduced by any contributions you make to your Xxxx IRAs. Your total annual contribution to all Traditional IRAs and Xxxx IRAs cannot exceed the lesser of the dollar amounts described above or 100 percent of your compensation.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

  • Tax Credit for Contributions You may be eligible to receive a tax credit for your IRA contributions. This credit will be allowed in addition to any tax deduction that may apply, and may not exceed $1,000 in a given year. You may be eligible for this tax credit if you are • age 18 or older as of the close of the taxable year, • not a dependent of another taxpayer, and • not a full-time student. The credit is based upon your income (see chart below), and will range from 0 to 50 percent of eligible contributions. In order to determine the amount of your contributions, add all of the contributions made to your IRA and reduce these contributions by any distributions that you have taken during the testing period. The testing period begins two years prior to the year for which the credit is sought and ends on the tax return due date (including extensions) for the year for which the credit is sought. In order to determine your tax credit, multiply the applicable percentage from the chart below by the amount of your contributions that do not exceed $2,000. 2019 Adjusted Gross Income* Applicable Percentage Joint Return Head of a Household All Other Cases $1–38,500 $1–28,875 $1–19,250 50 $38,501–41,500 $28,876–31,125 $19,251–20,750 20 $41,501–64,000 $31,126–48,000 $20,751–32,000 10 Over $64,000 Over $48,000 Over $32,000 0 2020 Adjusted Gross Income* Applicable Percentage Joint Return Head of a Household All Other Cases $1–39,000 $1–29,250 $1–19,500 50 $39,001–42,500 $29,251–31,875 $19,501–21,250 20 $42,501–65,000 $31,876–48,750 $21,251–32,500 10 Over $65,000 Over $48,750 Over $32,500 0 *Adjusted gross income (AGI) includes foreign earned income and income from Guam, America Samoa, North Mariana Islands, and Puerto Rico. AGI limits are subject to cost-of-living adjustments each year.

  • City Contribution 347. The City agrees to maintain health and dental benefits at present levels for the life of the Agreement.

  • Investment of Contributions At the direction of the Designated Beneficiary (or the direction of the Depositor or the Responsible Individual, whichever applies) the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a custodial account investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Designated Beneficiary (or the Depositor or Responsible Individual), and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Designated Beneficiary.

Time is Money Join Law Insider Premium to draft better contracts faster.