Contribution and Sale Agreement Sample Contracts

EXHIBIT 10.37 AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • May 12th, 2006 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
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CONTRIBUTION AND SALE AGREEMENT By and Between NGL ENERGY PARTNERS LP (As Buyer) and PACER-PORTLAND PROPANE, L.L.C. (As Seller) Dated as of December 12, 2011
Contribution and Sale Agreement • January 9th, 2012 • NGL Energy Partners LP • Retail-miscellaneous retail • Oregon

This CONTRIBUTION AND SALE AGREEMENT dated as of December 12, 2011 (this “Agreement”) is by and between NGL Energy Partners LP, a Delaware limited partnership (“Buyer”), and Pacer—Portland Propane, L.L.C., an Oregon limited liability company (“Seller”);

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • April 30th, 2013 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of February 27, 2013 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this “Agreement”), is entered into between TAL INTERNATIONAL CONTAINER CORPORATION (together with its permitted successors and assigns, the “Seller”), a Delaware corporation, and TAL ADVANTAGE V LLC (together with its permitted successors and assigns, the “Issuer”), a limited liability company organized under the laws of Delaware.

SECOND AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • February 13th, 2006 • American Campus Communities Inc • Real estate investment trusts

This Second Amendment to Contribution and Sale Agreement (this “Amendment”), dated January 30, 2006, is made and entered by and among Royal Tallahassee Partnership, Royal Tallahassee Partnership II Limited Partnership, Royal Tallahassee III Partnership, Royal Gainesville Limited Partnership, Royal Orlando Limited Partnership, Royal Lexington Limited Partnership, Royal Tucson Entrada Real Limited Partnership, Royal Texas-Tennessee Limited Partnership, Royal Texas-Tennessee II Limited Partnership, Raiders Pass Phase II Limited Partnership, Royal San Marcos Limited Partnership and Royal San Antonio Limited Partnership (collectively, the “Contributors”), on the one hand, and American Campus Communities, Inc. (the “Company”) and American Campus Communities Operating Partnership LP (the “Operating Partnership” and, together with the Company, the “Contributee”), on the other hand.

LOAN CONTRIBUTION AND SALE AGREEMENT BY AND BETWEEN
Contribution and Sale Agreement • July 26th, 2010 • New York

THIS LOAN CONTRIBUTION AND SALE AGREEMENT (as the same shall be amended or supplemented, this “Agreement”) is made and entered into as of the 9th day of February, 2010 (the “Closing Date”) by and between THE FEDERAL DEPOSIT INSURANCE CORPORATION (acting in any capacity, the “FDIC”) AS RECEIVER FOR VARIOUS FAILED FINANCIAL INSTITUTIONS LISTED ON SCHEDULE 1 HERETO (including its

SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT Dated as of July 2, 2015 Amended and Restated as of May 2, 2016
Contribution and Sale Agreement • April 7th, 2017 • Five Point Holdings, LLC • Real estate • Delaware

THIS SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT (including all exhibits and schedules, this “Agreement”) is dated as of July 2, 2015, and amended and restated as of May 2, 2016, by and among FIVE POINT HOLDINGS, INC., a Delaware corporation (“FPH”), NEWHALL HOLDING COMPANY, LLC, a Delaware limited liability company (the “Company” or “Newhall Holding”), NEWHALL INTERMEDIARY HOLDING COMPANY, LLC, a Delaware limited liability company (the “Operating Company”), NEWHALL LAND DEVELOPMENT, LLC, a Delaware limited liability company (“Newhall Land”), THE SHIPYARD COMMUNITIES, LLC, a Delaware limited liability company (the “Hunters Point Venture”), UST LENNAR HW SCALA SF JOINT VENTURE, a Delaware general partnership (“UST Lennar”), HPSCP OPPORTUNITIES, L.P., a Delaware limited partnership (“Castlelake HP”), HERITAGE FIELDS LLC, a Delaware limited liability company (the “El Toro Venture”), LENFIVE, LLC, a Delaware limited liability company (“LenFive”), MSD HERITAGE FIELDS, LLC, a

AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT*
Contribution and Sale Agreement • March 14th, 2003 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York

THIS AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT, dated as of December 13, 2002 (this “Agreement”), is entered into between WILLIS LEASE FINANCE CORPORATION (the “Seller”), a company organized and existing under the laws of Delaware located at 2320 Marinship Way, Suite 300, Sausalito, California 94965 and WILLIS ENGINE FUNDING LLC (the “Issuer”), a limited liability company organized and existing under the laws of Delaware located at 2320 Marinship Way, Suite 300, Sausalito, California 94965.

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • September 17th, 2020 • Pennsylvania
CONTRIBUTION AND SALE AGREEMENT by and among EAGLE ROCK ENERGY PARTNERS, L.P. REDMAN ENERGY HOLDINGS II, L.P., and CERTAIN OTHER PARTIES NAMED HEREIN July 11, 2007
Contribution and Sale Agreement • August 29th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas

THIS CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of July 11, 2007, is made by and among the Persons listed on Annex I attached hereto (each a “Seller,” and collectively, the “Sellers”), Eagle Rock Energy Partners L.P., a Delaware limited partnership (“Buyer”), and Redman Energy Holdings II, L.P., a Texas limited partnership (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Definitions Section below.

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • August 14th, 2007 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Colorado

THIS CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2007 (the “Effective Date”) among JDN REAL ESTATE-APEX L.P., a Georgia limited partnership (“Apex”), JDN DEVELOPMENT COMPANY, INC., a Delaware corporation (“JDN”), DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation (“DDR”), MT. NEBO POINTE LLC, an Ohio limited liability company (“Mt. Nebo”), CENTERTON SQUARE LLC, a Delaware limited liability company (“Centerton”, each of Apex, JDN, DDR, Mt. Nebo and Centerton, a “Contributor” and collectively, the “Contributors”), DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP, a Delaware limited partnership (“TRT”), and TRT DDR VENTURE I GENERAL PARTNERSHIP, a Delaware general partnership (“Joint Venture”).

EXHIBIT 10.27 CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec • New York
CONTRIBUTION AND SALE AGREEMENT Dated as of April 15, 2013
Contribution and Sale Agreement • April 15th, 2014 • KNOT Offshore Partners LP • Water transportation • New York

This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of April 15, 2013 is made by and among Knutsen NYK Offshore Tankers AS, a Norwegian private limited liability company (“KNOT”), KNOT Offshore Partners LP, a Marshall Islands limited partnership (the “Partnership”), KNOT Offshore Partners GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership (the “General Partner”), KNOT Offshore Partners UK LLC, a Marshall Islands limited liability company (“KNOT UK”), and KNOT Shuttle Tankers AS, a Norwegian private limited liability company (“KNOT Shuttle Tankers”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • October 23rd, 2012 • CAI International, Inc. • Services-equipment rental & leasing, nec • New York

THIS CONTRIBUTION AND SALE AGREEMENT, dated as of October 18, 2012 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is entered into between CONTAINER APPLICATIONS LIMITED, an international business company incorporated and licensed under the laws of Barbados (“CAL” or the “Seller”) with its principal place of business located at Suite 102, Bush Hill, Bay Street, St. Michael, Barbados, West Indies and CAL FUNDING II LIMITED, an exempted company with limited liability incorporated and existing under the laws of Bermuda (the “Company” or the “Issuer”) with its principal place of business located at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • February 14th, 1996 • Trans Leasing International Inc • Finance lessors • Illinois
CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • April 17th, 2014 • New York
SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT between SEA CONTAINERS LTD., and SEA CONTAINERS SPC LTD. Dated as of July 16, 2001
Contribution and Sale Agreement • October 10th, 2006 • Sea Containers LTD /Ny/ • Water transportation

THIS SECOND AMENDED AND RESTATED CONTRIBUTION AND SALE AGREEMENT, dated as of July 16, 2001 (as amended, modified or supplemented from time to time in accordance with the terms hereof and of the Transaction Documents, the “Agreement”), is entered into among SEA CONTAINERS LTD. (the “Seller”), a company organized and existing under the laws of Bermuda located at 41 Cedar Avenue, Hamilton HM EX, Bermuda, and SEA CONTAINERS SPC LTD. (the “Issuer”), a company organized and existing under the laws of Bermuda, located at 41 Cedar Avenue, Hamilton HM EX, Bermuda and joined by First Union Securities, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Administrative Agent”), solely for the limited purposes set forth in Section 7.13 hereof, The Bank of New York, a banking corporation organized under the laws of New York (the “Indenture Trustee”), solely for the limited purposes set forth in Section 7.13 hereof and Ambac Assurance Corporation, a stock insurance

CONTRIBUTION AND SALE AGREEMENT between Gas Supply Resources Holdings, Inc., DCP Midstream, LLC and DCP Midstream Partners, LP May 21, 2007
Contribution and Sale Agreement • May 25th, 2007 • DCP Midstream Partners, LP • Natural gas transmission • Colorado

This Contribution and Sale Agreement (“Agreement”) is dated as of May 21, 2007 and is by and among Gas Supply Resources Holdings, Inc., a Delaware corporation (“GSR HOLDINGS”), DCP Midstream, LLC, a Delaware limited liability company (“MIDSTREAM”), and DCP Midstream Partners, LP, a Delaware limited partnership (“MLP”). GSR HOLDINGS, MIDSTREAM and MLP are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.

CONTRIBUTION AND SALE AGREEMENT BY AND AMONG THE MEMBERS OF SOUTH ENTERPRISE, LLC, SOUTH ENTERPRISE, LLC, THE EQUITYHOLDERS OF NUTRIBRANDS, LTDA., NUTRIBRANDS, LTDA., NUTRIBRANDS HOLDINGS, LLC, AND RODRIGO NOGUEIRA DATED AS OF OCTOBER, 30 2019
Contribution and Sale Agreement • November 4th, 2019 • Verus International, Inc. • Wholesale-groceries, general line • Delaware

This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of October 30, 2019, is made by and among (i) South Enterprise, LLC, a limited liability company (“South Enterprise”), (ii) the members of South Enterprise listed on the signature pages hereto (each, an “SE Member” and, collectively, the “SE Members”), (iii) Nutribrands, LTDA, a limited company, is ruled by the Brazilian Law (“Nutribrands” and, collectively, with South Enterprise the “Companies” and, each, a “Company”), (iv) the equity holders of Nutribrands listed on the signature pages hereto (each, an “NB Equity Holder” and, collectively, the “NB Equity Holders” and, collectively, with the SE Members, the “SELLERs” and, each, a “SELLER”), (v) Nutribrands Holdings, LLC, a Delaware limited liability company and wholly-owned subsidiary of Verus International, Inc., (“Holdings”), (vi) Verus International, Inc., a Delaware corporation (“BUYER”), and (vii) Rodrigo Nogueira, solely in his/ capacity as the SELLER’s representa

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • August 3rd, 2010 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas

This Contribution and Sale Agreement dated as of July 28, 2010 is by and between Genesis Energy, L.P., a Delaware limited partnership (the “Parent”), and TD Marine, LLC, a Delaware limited liability company (the “Contributor”).

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • May 16th, 2012 • MGT Capital Investments Inc • Services-prepackaged software • New York

CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is dated as of May 9, 2012 (the “Agreement Date”), by and among J&S Gaming, Inc., a New York corporation (“J&S”), MGT Capital Investments, Inc., a Delaware corporation (“MGT”) and MGT Gaming, Inc., a Delaware corporation (the “Company”, and together with J&S and MGT, the “Parties”).

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AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • June 17th, 2015 • Empire Petroleum Partners, LP • Wholesale-petroleum & petroleum products (no bulk stations)

THIS AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT (this “Amendment”) is made as of the 12th day of January, 2015, by and among each of the parties to the Contribution and Sale Agreement, dated as of November 26, 2014 (as amended, the “Contribution Agreement”), by and among Empire Petroleum Partners, LLC, a Delaware limited liability company (“EPP”), Atlas Oil Company, a Michigan corporation (“Atlas”), B&R Oil Company, Inc., an Indiana corporation (“B&R”), Fast Track Ventures, LLC, a Michigan limited liability company (“FT Ventures”) and Atlas EPP Holdings, Inc., a Michigan corporation (“AE Holdings” and together with FT Ventures, B&R and Atlas, collectively, “Company”). Any capitalized term used but not otherwise defined in this Amendment shall have the meaning given to such term in the Contribution Agreement.

AMENDMENT NO.3 TO CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • March 17th, 2008 • Genesis Energy Lp • Wholesale-petroleum bulk stations & terminals • Texas

THIS AMENDMENT NO. 3 TO CONTRIBUTION AND SALE AGREEMENT (this "Amendment") is made as of March 14, 2008 by and among Genesis Energy, L.P., a Delaware limited partnership (the "Buyer"), on the one hand, and Davison Petroleum Products, L.L.C., a Louisiana limited liability company, Davison Transport, Inc., a Louisiana corporation, Transport Company, an Arkansas corporation, Davison Terminal Service, Inc., a Louisiana corporation, Sunshine Oil and Storage, Inc., a Louisiana corporation, T&T Chemical, Inc., an Arkansas corporation, Fuel Masters, LLC, a Texas limited liability company, TDC, L.L.C., a Louisiana limited liability company, and Red River Terminals, L.L.C., a Louisiana limited liability company (each a "Seller", and collectively, the "Sellers"), on the other hand. The Buyer and the Sellers are, collectively, the "Parties". Any capitalized term used, but not defined, in this Amendment shall have the meaning given such term in the Agreement (defined below).

CONTRIBUTION AND SALE AGREEMENT by and between HASI SYB TRUST 2015-1 as Purchaser and HA LAND LEASE HOLDINGS LLC as Seller Dated as of September 30, 2015
Contribution and Sale Agreement • November 5th, 2015 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AND SALE AGREEMENT, dated as of September 30, 2015, is entered into by and between HASI SYB TRUST 2015-1, a Delaware statutory trust (the “Purchaser” or “Issuer”), and HA LAND LEASE HOLDINGS LLC, a Delaware limited liability company (together with its successors in interest to the extent permitted hereunder, the “Seller”).

FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • May 1st, 2006 • Equity One, Inc. • Real estate investment trusts • Texas

THIS FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT ("Amendment"), being entered into by the direct and indirect wholly-owned subsidiaries of Equity One, Inc., a Maryland corporation ("Equity One"), described on Exhibit A to the Agreement (as defined below) (each of the direct and indirect subsidiaries of Equity One described on such Exhibit A being referred to sometimes herein as a "Transferor" and collectively as "Transferors"), each having an address at c/o Equity One, Inc., 1600 N.E. Miami Garden Drive, North Miami Beach, Florida 33179; and Texas Retail Invest, LLC, a Delaware limited liability company having an address at c/o Investcorp International Realty, Inc., 280 Park Avenue, 36th floor, New York, New York 10017 ("Investcorp").

SHARE PURCHASE AGREEMENT
Contribution and Sale Agreement • March 28th, 2008 • Textainer Group Holdings LTD • Services-equipment rental & leasing, nec • New York

THIS AMENDED AND RESTATED MEMBERS AGREEMENT (this “Agreement”) is made among Textainer Marine Containers Limited, an exempted company incorporated in Bermuda with limited liability (the “Issuer” or the “Company”), FB Transportation Capital LLC (“FBT”), a limited liability company organized under the laws of the State of Delaware, and Textainer Limited, an exempted company incorporated in Bermuda with limited liability (“Textainer”), effective as of the Restatement Effective Date as hereinafter defined.

AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • April 27th, 2017 • EQT Midstream Partners, LP • Natural gas transmission • Pennsylvania

THIS AMENDMENT NO. 1 TO CONTRIBUTION AND SALE AGREEMENT (this “Amendment”) is entered into as of March 30, 2017, by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and EQT Corporation, a Pennsylvania corporation (“EQT” and together with EQT Gathering, EESH, EQT Energy, EQM, EQM GP and EQM Gathering Opco, the “Parties”).

CONTRIBUTION AND SALE AGREEMENT by and among AMERICAN RESIDENTIAL MANAGEMENT, INC., STEPHEN G. SCHMITZ (Solely for the purpose of Section 5.6 hereof), and LAURIE A. HAWKES (Solely for the purpose of Section 5.6 hereof), and AMERICAN RESIDENTIAL...
Contribution and Sale Agreement • April 22nd, 2013 • American Residential Properties, Inc. • Real estate investment trusts • New York

This CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2012, by and between AMERICAN RESIDENTIAL MANAGEMENT, INC., a Delaware corporation (“Contributor”), AMERICAN RESIDENTIAL PROPERTIES OP, L.P., a Delaware limited partnership (“Acquirer”) and, solely for the purpose of Section 5.6 hereof, STEPHEN G. SCHMITZ (“Schmitz”) and Laurie A. Hawkes (“Hawkes”).

CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • May 25th, 2005 • Jacuzzi Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures • Delaware

THIS CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2005, by and among (i) Eljer Plumbingware, Inc., a Delaware corporation (“Contributor”), (ii) Jacuzzi Brands Inc., a Delaware corporation (“Parent”), (iii) Eljer One, LLC, a Delaware limited liability company (“LLC 1”), (iv) Eljer Two, LLC, a Delaware limited liability company (“LLC 2”), (v) Eljer Three, LLC, a Delaware limited liability company (“LLC 3”), and (vi) BMK/Eljer Holding Corp., a Delaware corporation (the “Company”). Contributor, Parent, LLC 1, LLC 2, LLC 3 and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

CONTRIBUTION AND SALE AGREEMENT dated as of September 26, 2006 by and between AMERICAN COLOR GRAPHICS, INC., as Seller, and AMERICAN COLOR GRAPHICS FINANCE, LLC, as Purchaser
Contribution and Sale Agreement • November 13th, 2006 • American Color Graphics Inc • Commercial printing • New York

CONTRIBUTION AND SALE AGREEMENT, dated as of September 26, 2006 (the “Contribution Agreement”), by and between AMERICAN COLOR GRAPHICS, INC., a New York corporation (“ACG”), as the Seller (in such capacity, the “Seller”), and AMERICAN COLOR GRAPHICS FINANCE, LLC, a Delaware limited liability company, as the Purchaser (in such capacity, the “Purchaser”).

AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT Dated as of June 30, 2013
Contribution and Sale Agreement • September 30th, 2013 • Seadrill Partners LLC • Drilling oil & gas wells

This AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT (this “Amendment”), dated as of June 30, 2013 is made by and among Seadrill Limited, a Bermuda exempted company (“Seadrill”), Seadrill Partners LLC, a Marshall Islands limited liability company (the “Company”), Seadrill Member LLC, a Marshall Islands limited liability company (the “Seadrill Member”), Seadrill Operating GP LLC, a Marshall Islands limited liability company (“OPCO GP”), Seadrill Operating LP, a Marshall Islands limited partnership (“Seadrill Operating”), Seadrill Capricorn Holdings LLC, a Marshall Islands limited liability company (“Seadrill Capricorn Holdings”), Seadrill Opco Sub LLC, a Marshall Islands limited liability company (“Seadrill Opco Sub”), Seadrill Americas Inc., a Texas corporation (“Seadrill Americas”), Seadrill Offshore AS, a Norwegian company (“Seadrill Offshore”), and Seadrill UK Ltd., a private company limited by shares incorporated in England (“Seadrill UK”). The above-named entities are sometimes refer

CONTRIBUTION AND SALE AGREEMENt by and among GIOIA SYSTEMS, LLC. MGT CAPITAL INVESTMENTS, INC. and MGT INTERACTIVE, LLC August 29, 2013
Contribution and Sale Agreement • September 9th, 2013 • MGT Capital Investments Inc • Patent owners & lessors • New York
THIRD AMENDMENT TO RECEIVABLES CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • November 8th, 2017 • Newell Brands Inc • Plastics products, nec • New York

THIS THIRD AMENDMENT TO RECEIVABLES CONTRIBUTION AND SALE AGREEMENT, dated as of October 31, 2017 (the “Amendment”) is entered into among JARDEN RECEIVABLES, LLC (“Jarden Receivables” or the “Borrower”), the Originators party hereto (the “Originators”), NEWELL BRANDS INC., as Servicer (the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as a Managing Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Issuing Lender (the “Issuing Lender”) and each Managing Agent party hereto. Capitalized terms used herein shall have the meanings specified in the Sale Agreement (as defined below).

FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT is made and entered into as of June 29, 2004 (as it may be modified, supplemented or amended from time to time in accordance with its terms, this "Amendment") by and among E-LOAN AUTO FUND ONE, LLC, a Delaware limited liability company (the "Buyer"), and E-LOAN, INC., a Delaware corporation (the "Seller").

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