Asset Contribution Agreement Sample Contracts

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BY AND AMONG
Asset Contribution Agreement • December 11th, 1997 • Pentegra Dental Group Inc • Services-offices & clinics of doctors of medicine
ASSET CONTRIBUTION AGREEMENT by and among SFX ENTERTAINMENT, INC., SFX-REACT OPERATING LLC, WEST LOOP MANAGEMENT I, LLC, JEFFERY CALLAHAN, LUCAS KING, NICK KAROUNOS, and SAM CAPPAS dated as of February 18, 2014
Asset Contribution Agreement • February 24th, 2014 • SFX Entertainment, INC • Services-amusement & recreation services • New York

This Asset Contribution Agreement (this “Agreement”) is dated as of February 18, 2014, by and among SFX ENTERTAINMENT, INC., a Delaware corporation (“Parent”), SFX-REACT OPERATING LLC, a Delaware limited liability company wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), WEST LOOP MANAGEMENT I, LLC, an Illinois limited liability company (“Transferor”), JEFFERY CALLAHAN, an individual resident of Illinois and a member of Transferor (“Callahan”), LUCAS KING, an individual resident of Illinois and a member of Transferor (“King”), NICK KAROUNOS, an individual resident of Illinois and a member of Transferor (“Karounos”), and SAM CAPPAS, an individual resident of Indiana and a member of Transferor (“Cappas”, and together with Callahan, King, and Karounos, the “Members”). The Members and the Transferor are collectively referred to herein as the “Transferor Parties”. The Acquiring Parties and the Transferor Parties are collectively referred to herein as th

BY AND AMONG
Asset Contribution Agreement • December 11th, 1997 • Pentegra Dental Group Inc • Services-offices & clinics of doctors of medicine
AMONG
Asset Contribution Agreement • April 16th, 1999 • Equistar Funding Corp • Delaware
ASSET CONTRIBUTION AGREEMENT BY AND BETWEEN
Asset Contribution Agreement • December 26th, 2013 • New York

THIS ASSET CONTRIBUTION AGREEMENT (as the same shall be amended or supplemented, this “Agreement”) is made and entered into as of October 17, 2013 by and between the Federal Deposit Insurance Corporation, as Receiver (the “Transferor”), and CRE/ADC Venture 2013-1, LLC, a Delaware limited liability company (the “Company”).

AMENDED & RESTATED ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • February 12th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut

This Amended & Restated Asset Contribution Agreement (this “Agreement”) is entered into as of November 7, 2017 (the “Execution Date”), by and between BioXcel Corporation, a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BioXcel”), and BioXcel Therapeutics, Inc., a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BTI”).

EXHIBIT 4.7 ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • December 5th, 1996 • RCL Trust 1996 1 • Asset-backed securities • New York
BY AND AMONG
Asset Contribution Agreement • December 11th, 1997 • Pentegra Dental Group Inc • Services-offices & clinics of doctors of medicine
ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • June 14th, 2000 • Official Information Co • Periodicals: publishing or publishing & printing • New York
SFX HOLDING CORPORATION New York, New York 10022
Asset Contribution Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services

Reference is made to that certain Asset Contribution Agreement (the “Agreement”), dated as of November 21, 2012, by and among SFX Holding Corporation, a Delaware corporation (“Parent”), SFX-Nightlife Operating LLC, a Delaware limited liability company wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), Nightlife Holdings LLC, a Florida limited liability company (“Nightlife”), MMG Nightlife LLC, a Florida limited liability company and a wholly owned subsidiary of Nightlife (“MMG”), Punta Cana Venue LLC, a Delaware limited liability company and a wholly owned subsidiary of Nightlife (“Punta Cana”), US Nightlife Management LLC, a Florida limited liability company and a wholly owned subsidiary of Nightlife (“US Nightlife”), David Grutman, Inc., a Florida corporation and a member of Nightlife (“Grutman Inc.”), SEBU Corp., a Florida corporation and a member of Nightlife (“SEBU”), Dave Grutman, an individual resident of Florida and sole stockholder of Grutm

ASSET CONTRIBUTION AGREEMENT dated as of August 22, 2011 between Corporate Capital Trust, Inc., as Contributor, and CCT Funding LLC, as Contributee
Asset Contribution Agreement • November 10th, 2011 • Corporate Capital Trust, Inc. • Delaware

This ASSET CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 22, 2011, between Corporate Capital Trust, Inc., a Maryland corporation, as contributor (“Contributor”), and CCT Funding LLC, a Delaware limited liability company, as contributee (“Contributee”).

ASSET CONTRIBUTION AGREEMENT by and between Maxygen, Inc., a Delaware Corporation and Perseid Therapeutics LLC, a Limited Liability Company Dated as of September 18, 2009
Asset Contribution Agreement • September 21st, 2009 • Maxygen Inc • Services-commercial physical & biological research • Delaware

This Asset Contribution Agreement (this “Agreement”) is made and entered into as of this 18th day of September, 2009, by and between Maxygen, Inc., a Delaware corporation, having its principal offices at 515 Galveston Drive, Redwood City, CA 94063 (together with its Affiliates, “Contributor”), and Perseid Therapeutics LLC, a Delaware limited liability company, having its principal offices at 515 Galveston Drive, Redwood City, CA 94063 (“Company”). Contributor and Company are collectively referred to herein as the “Parties.”

ASSET CONTRIBUTION AGREEMENT BY AND BETWEEN PFIZER INC. AND ALLOGENE THERAPEUTICS, INC. Dated as of April 2, 2018
Asset Contribution Agreement • October 2nd, 2018 • Allogene Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Asset Contribution Agreement (this “Agreement”) is entered into as of April 2, 2018 (the “Effective Date”), by and between Pfizer Inc., a Delaware corporation (“Pfizer”), and Allogene Therapeutics, Inc., a Delaware corporation (“NewCo”).

AMENDED & RESTATED SEPARATION AND SHARED SERVICES AGREEMENT
Asset Contribution Agreement • February 12th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut

This Amended & Restated Shared Services Agreement (this “Agreement”) is entered into as of November 7, 2017 (the “Execution Date”), by and between BioXcel Corporation, a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BioXcel”), and BioXcel Therapeutics, Inc., a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BTI”) in order to amend and restate the obligations of each of BioXcel and BTI under that certain Separation and Shared Services Agreement (the “SSA”) entered into by BioXcel and BTI as of June 30, 2017 (the “Effective Date”). BioXcel and BTI are sometimes referred to individually as a “Party” and collectively as the “Parties.”

EXHIBIT 2.2 FORM OF ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • October 10th, 1997 • Pentegra Dental Group Inc
EXHIBIT 2.1 ASSET CONTRIBUTION AGREEMENT dated August 15, 2000
Asset Contribution Agreement • August 25th, 2000 • Insight Communications Co Inc • Cable & other pay television services • Delaware
BY AND AMONG
Asset Contribution Agreement • December 11th, 1997 • Pentegra Dental Group Inc • Services-offices & clinics of doctors of medicine
EXHIBIT 2.2 ASSET CONTRIBUTION AGREEMENT dated as of May 3, 2000
Asset Contribution Agreement • April 10th, 2001 • Quadramed Corp • Services-computer programming services • Delaware
ASSET CONTRIBUTION AGREEMENT by and among SFX ENTERTAINMENT, INC. SFX-TOTEM OPERATING PTY LTD, TOTEM ONELOVE GROUP PTY LTD, TOTEM INDUSTRIES PTY LTD, ARTISTS ALLIANCE AUSTRALASIA PTY LTD (IN ITS CAPACITY AS TRUSTEE OF THE F COTELA FAMILY TRUST),...
Asset Contribution Agreement • August 12th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • Victoria

This Asset Contribution Agreement (this “Agreement”) is dated as of May 15, 2013, by and among SFX ENTERTAINMENT, INC., a Delaware corporation (“Parent”), SFX-TOTEM OPERATING PTY LTD, a proprietary limited company organized under the laws of Australia wholly owned by Parent (“Acquiror”, and together with Parent, the “Acquiring Parties”), TOTEM ONELOVE GROUP PTY LTD, a proprietary limited company organized under the laws of Australia (“Totem Onelove Group”), TOTEM INDUSTRIES PTY LTD, a proprietary limited company organized under the laws of Australia (“Totem Industries”, and together with Totem Onelove Group, the “Transferors”), ARTISTS ALLIANCE AUSTRALASIA PTY LTD in its capacity as trustee of the F Cotela Family Trust (“Shareholder A”), BEGGARS CANYON INVESTMENTS PTY LTD in its capacity as trustee of the Skywalker Family Trust (“Shareholder B”), DEYSON PTY LTD in its capacity as trustee of the Deyson Trust (“Shareholder C”), SELLMARK INTERNATIONAL PTY LTD in its capacity as trustee of

and Dr. Charles G. Shears 2 ASSET CONTRIBUTION AGREEMENT INDEX
Asset Contribution Agreement • May 20th, 1997 • Monarch Dental Corp • Services-specialty outpatient facilities, nec • Texas
ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • November 10th, 2014 • Invisa Inc • Industrial instruments for measurement, display, and control • Florida

THIS ASSET CONTRIBUTION AGREEMENT (the “Agreement”) is made as of November 10, 2014, by and between Invisa, Inc., a Nevada corporation (“Invisa”), and UEP Holdings, LLC, a Delaware limited liability company (the “Company; Invisa and the Company being jointly referred to as the “Parties” and individually as a “Party”).

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SFX ENTERTAINMENT, INC. New York, New York 10022
Asset Contribution Agreement • June 25th, 2013 • SFX Entertainment, INC • Services-amusement & recreation services • New York

Reference is made to that certain (a) Asset Contribution Agreement, dated as of November 21, 2012, by and among SFX Holding Corporation (n/k/a SFX Entertainment, Inc.), a Delaware corporation (“Parent”), SFX-Nightlife Operating LLC, a Delaware limited liability company, Nightlife Holdings LLC, a Florida limited liability company (“Nightlife”), and the other parties thereto, as amended by letter agreement dated December 31, 2012 (the “Asset Contribution Agreement”), (b) Pledge and Security Agreement, dated as of December 31, 2012, by and between Parent and Nightlife (the “Pledge Agreement”) and (c) Secured Promissory Note, dated December 31, 2012, executed by Parent and delivered to Nightlife pursuant to the Asset Contribution Agreement (the “Original Promissory Note”). All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Pledge Agreement.

ASSET CONTRIBUTION AGREEMENT DATED AS OF JUNE 15, 2006 BY AND AMONG DOUGLAS EMMETT, INC., DERA ACQUISITION, LLC, DECO ACQUISITION, LLC, DERF 2005 ACQUISITION, LLC AND DOUGLAS EMMETT PROPERTIES, LP
Asset Contribution Agreement • June 16th, 2006 • Douglas Emmett Inc • Delaware

THIS ASSET CONTRIBUTION AGREEMENT is made and entered into as of June 15, 2006 (this "Agreement"), by and among Douglas Emmett, Inc., a Maryland corporation (the "REIT"), Douglas Emmett Properties, LP, a Delaware limited partnership (the "Operating Partnership") and subsidiary of the REIT, and DERA Acquisition, LLC ("DERA Acquisition") and DECO Acquisition, LLC ("DECO Acquisition"), each a California limited liability company to be formed and become a party to this Agreement prior to the Closing Date and to be wholly owned by the REIT, and DERF 2005 Acquisition, LLC ("DERF 2005 Acquisition" and, together with the DECO Acquisition and DERA Acquisition, the "Contributors" and each a "Contributor"), a Maryland limited liability company to be formed and become a party to this Agreement prior to the Closing Date and to be wholly owned by the REIT. Certain capitalized terms are defined in Section 4.01 of this Agreement.

ASSET CONTRIBUTION AGREEMENT BETWEEN THE HOUSTON EXPLORATION COMPANY (Contributor) AND SENECA-UPSHUR PETROLEUM, INC. (Contributee) June 2, 2004
Asset Contribution Agreement • June 4th, 2004 • Houston Exploration Co • Oil & gas field exploration services • Delaware

THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”), dated June 2, 2004, is between THE HOUSTON EXPLORATION COMPANY, a Delaware corporation (“Contributor”), with offices at 1100 Louisiana Street, Suite 2000, Houston, Texas 77002, and SENECA-UPSHUR PETROLEUM, INC., a West Virginia corporation (“Contributee”), with offices at One Metrotech Center, Brooklyn, New York 11201-3850. Contributor and Contributee are sometimes hereinafter collectively called the “Parties” and individually called a “Party.”

ASSET CONTRIBUTION AGREEMENT by and among: BioTime, Inc., a California corporation, BioTime Acquisition Corporation, a Delaware corporation, and GERON CORPORATION, a Delaware corporation ____________________________ Dated as of January 4, 2013
Asset Contribution Agreement • January 8th, 2013 • Geron Corp • Pharmaceutical preparations • Delaware

This Asset Contribution Agreement (this “Agreement”) is entered into as of January 4, 2013, by and among: BioTime, Inc., a California corporation (the “BioTime”); BioTime Acquisition Corporation, a Delaware corporation (“BAC”); and Geron Corporation, a Delaware corporation (“Geron”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into this 17th day of December, 2004, by and among Z-KAT, INC., a Florida corporation (“Z-KAT”), and MAKO Surgical Corp., a Delaware corporation (“Company”).

ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • February 16th, 2011 • Function (X) Inc. • Services-computer programming, data processing, etc. • New York

This ASSET CONTRIBUTION AGREEMENT (“Agreement”), entered into and effective as of February 11, 2011, is by and between Sillerman Investment Corporation, a Delaware corporation (“Contributor”) and Function (X) Inc., a Delaware corporation (“Company”). Capitalized terms used in this Agreement that are not otherwise defined shall have the meanings set forth in Schedule A hereto.

ASSET CONTRIBUTION AGREEMENT by and among NGP INCOME CO-INVESTMENT OPPORTUNITIES FUND II, L.P. and EAGLE ROCK ENERGY PARTNERS, L.P. Dated as of July 11, 2007
Asset Contribution Agreement • August 29th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas

THIS ASSET CONTRIBUTION AGREEMENT (this “Agreement”), dated as of July 11, 2007, is entered into by and among NGP INCOME CO-INVESTMENT OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Contributor”), and EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware limited partnership (“Contributee”).

ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • February 28th, 2003 • Crown Jewel Resources Corp • Drilling oil & gas wells • New York

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into effective as of the 8th day of October, 2002, by and between DREAMWIND, LLC., a Nevada limited liability company ("Dreamwind"), and Crown JEWEL RESOURCES CORP., a Delaware corporation ("Crown").

EXHIBIT B TO FIRST AMENDMENT TO MASTER TRANSACTION AGREEMENT ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • October 17th, 1997 • Millennium Chemicals Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware
ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • March 1st, 2005 • SCP Pool Corp • Wholesale-misc durable goods • Indiana

This Asset Contribution Agreement (the “Agreement”), dated as of November 12, 2004, is entered into by and among (i) Fort Wayne Pools, Inc., an Indiana corporation (“Seller”), (ii) SCP Pool Corporation, a Delaware corporation (“Parent”) and (iii) Latham Acquisition Corp., a Delaware corporation (“Purchaser”).

AMENDMENT TO ADDENDUM TO ASSET CONTRIBUTION AGREEMENT
Asset Contribution Agreement • October 3rd, 2007 • MAKO Surgical Corp. • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT (together with all exhibits hereto, this “Amendment”) TO THE ADDENDUM TO ASSET CONTRIBUTION AGREEMENT (the “Addendum”) is made and entered into effective the 26th day of April, 2007 (the “Effective Date”), by and among Z-KAT, INC., a Florida corporation (“Z-KAT”), and MAKO Surgical Corp, a Delaware corporation (“MAKO,” with each of Z-KAT and MAKO being referred to as a “Party” and, together, as the “Parties.”)

ASSET CONTRIBUTION AGREEMENT BY AND AMONG MULTICELL TECHNOLOGIES, INC. ASTRAL THERAPEUTICS, INC., ALLIANCE PHARMACEUTICAL CORP., AND ASTRAL, INC. Dated as of September 7, 2005
Asset Contribution Agreement • September 8th, 2005 • Multicell Technologies Inc. • Surgical & medical instruments & apparatus • California

This ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of September 7, 2005, by and among MultiCell Technologies, Inc., a Delaware corporation ("MultiCell"), Astral Therapeutics, Inc., a Delaware corporation and wholly owned subsidiary of MultiCell ("Transferee"), Alliance Pharmaceutical Corp., a New York corporation ("Alliance"), and Astral, Inc. a Delaware corporation and wholly owned subsidiary of Alliance ("Astral," and together with Alliance, the "Transferors"). MultiCell, Transferee, and Transferors are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

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