TRANSFER OF CONTRIBUTED ENTITIES, CONTRACTUAL RIGHTS AND CERTAIN OTHER ASSETS Sample Clauses

TRANSFER OF CONTRIBUTED ENTITIES, CONTRACTUAL RIGHTS AND CERTAIN OTHER ASSETS. As part of a single plan, on the Closing Date (as hereinafter defined) the Prime Transferors and Xxxxxxxxx will convey to the Company, the Operating Partnership, or their designees, (w) their interests in the Contributed Entities, (x) the contractual rights of PGI and PGLP under the Xxxxxx Agreements and the Facility Acquisition Agreements, (y) the Contributed Personal Property and (z) the contractual rights of PGI under the Land Option Agreements, the IBD Contribution Agreement and the NAC Contribution Agreement (the Xxxxxx Agreements, the Facility Acquisition Agreements, the Land Option Agreements, the IBD Contribution Agreement and the NAC Contribution Agreement are hereinafter referred to collectively as the "Contributed Contracts"; and the assets and rights described in clauses (w), (x), (y) and (z) are hereinafter collectively referred to as the "Contributed Assets") in consideration for, among other things, the issuance by the Operating Partnership of Common Units (which are exchangeable into Common Shares subject to the conditions and restrictions contained in Section 8.6 and Exhibit C to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of the date hereof) to the Prime Transferors or their designees and Xxxxxxxxx as provided in Section 3 hereof, the assumption by the Company, the Operating Partnership or their designee of the liabilities associated with the Contributed Projects, the Contributed Contracts and the other Contributed Assets referred to herein and the cash payments required to be made in accordance with Section 4 hereof, all in a transaction designed to meet the requirements of section 351(a) of the Internal Revenue Code of 1986, as amended (the "Code"). The Company and the Operating Partnership will acquire the Contributed Projects subject to the existing debt, liabilities and contractual and other obligations of such Contributed Entities existing on the date hereof, except for the liabilities and obligations identified on Schedule 9 hereof. In furtherance of the foregoing, on the Closing Date:
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Related to TRANSFER OF CONTRIBUTED ENTITIES, CONTRACTUAL RIGHTS AND CERTAIN OTHER ASSETS

  • Contractual Rights The right to be indemnified or to receive advancement of Expenses under this Agreement (i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may xxx, (ii) is and is intended to be retroactive and shall be available as to events occurring prior to the date of this Agreement and (iii) shall continue after any rescission or restrictive modification of this Agreement as to events occurring prior thereto.

  • Other Contractual Rights Nothing contained in this Article shall affect any right to indemnification to which Persons other than Trustees and officers of the Trust or any subsidiary thereof may be entitled by contract or otherwise.

  • Contractual Obligations and Similar Investments From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by Book-Entry Agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.

  • Transfer of Contracts 33.1 The contractor shall not abandon, transfer, cede assign or sublet a contract or part thereof without the written permission of the purchaser.

  • Material Agreements and Liens (a) Part A of Schedule 3.11 hereto is a complete and correct list, as of the date hereof, of each credit agreement, loan agreement, indenture, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guaranteed by, the Company or any of its Subsidiaries, the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $5,000,000, and the aggregate principal or face amount outstanding or that may become outstanding under each such arrangement is correctly described in Part A of such Schedule 3.11 hereto.

  • CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Advisor acknowledges that the Trustees retain ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

  • Related Provisions in Bidding Documents and Works Contracts 10. The Borrower shall ensure that all bidding documents and contracts for Works contain provisions that require contractors to:

  • Certain Requirements in Respect of Combination, etc The Parent shall not enter into any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom unless:

  • WAIVER OF CONTRACTUAL RIGHT The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

  • OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE 1. Contractor agrees not to use or further disclose PHI County discloses to Contractor other than as permitted or required by this Business Associate Contract or as required by law.

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