Purchase And Contribution Agreement Sample Contracts

Purchase and Contribution Agreement (July 26th, 2018)

THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of June 20, 2018 (this "Agreement") between TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation ("TILC" or the "Seller") and TRINITY RAIL LEASING 2018 LLC, a Delaware limited liability company (the "Purchaser").

i3 Verticals, Inc. – MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG I3 VERTICALS, LLC AS ACQUIROR, FPI HOLDINGS, INC. AS THE TRANSFEROR AND CRAIG SHAPERO AS OWNER (May 25th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement") is dated as of August 1, 2017, and is effective as of August 1, 2017 at 12:01 a.m. Nashville, Tennessee time (the "Effective Time") by and among i3 Verticals, LLC, a Delaware limited liability company ("Acquiror"), FPI Holdings, Inc., a Virginia corporation ("Transferor") and Craig Shapero, a resident of the Commonwealth of Virginia (the "Owner", together with Transferor, "Transferor Parties"). Together, Transferor Parties and Acquiror shall be referred to as the "Parties".

Amendment Number 1 to Purchase and Contribution Agreement (November 3rd, 2017)

THIS AMENDMENT NUMBER 1 TO PURCHASE AND CONTRIBUTION AGREEMENT, dated as of May 31, 2016 (this "Amendment"), is entered into by and among DST SYSTEMS, INC., a Delaware corporation, as Seller and Servicer ("DST Systems"), and FOUNTAIN CITY FINANCE, LLC, a Delaware limited liability company (the "Purchaser"). Capitalized terms used and not otherwise defined herein are used as defined in the Purchase and Contribution Agreement (as defined below).

Select Medical Holdings Corp. – EQUITY PURCHASE AND CONTRIBUTION AGREEMENT by and Among DIGNITY HEALTH HOLDING CORPORATION U.S. HEALTHWORKS, INC. CONCENTRA GROUP HOLDINGS, LLC CONCENTRA, INC. And CONCENTRA GROUP HOLDINGS PARENT, LLC Dated: October 22, 2017 (October 23rd, 2017)

This EQUITY PURCHASE AND CONTRIBUTION AGREEMENT, dated as of October 22, 2017, is entered into by and among CONCENTRA GROUP HOLDINGS, LLC, a Delaware limited liability company (Holdings), CONCENTRA INC., a Delaware corporation (Buyer), CONCENTRA GROUP HOLDINGS PARENT, LLC , a Delaware limited liability company (Newco), U.S. HEALTHWORKS, INC., a Delaware corporation (the Company), and DIGNITY HEALTH HOLDING CORPORATION, a Nevada corporation (Seller).

GNMAG Asset Backed Securitizations, LLC – Purchase and Contribution Agreement (October 17th, 2017)

This Purchase and Contribution Agreement (this "Purchase Agreement"), dated as of ________ __, ____, is by and among GMTH Holdings, LLC, a Delaware limited liability company (the "Seller") and GNMAG Asset Backed Securitizations, LLC, a Delaware limited liability company (the "Purchaser").

Purchase and Contribution Agreement (July 26th, 2017)

THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of May 15, 2017 (this "Agreement") by and among TRINITY RAIL LEASING WAREHOUSE TRUST, a Delaware statutory trust ("TRLWT" or the "TRLWT Seller"), TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation ("TILC" or the "TILC Seller"; TRLWT and TILC are sometimes hereinafter collectively referred to as the "Sellers" or individually as a "Seller") and TRINITY RAIL LEASING 2017 LLC, a Delaware limited liability company (the "Purchaser").

Bfc Financial – Purchase and Contribution Agreement (June 9th, 2017)

This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of June 6, 2017, is by and among Bluegreen Corporation, a Florida corporation ("Bluegreen" or a "Seller") and BRFC 2017-A LLC, a Delaware limited liability company (the "Depositor") and their respective permitted successors and assigns.

Bfc Financial – Second Amended and Restated Purchase and Contribution Agreement (May 24th, 2017)

This SECOND AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of May 1, 2017, is by and among Bluegreen Corporation, a Florida corporation ("Bluegreen" or a "Seller") and Bluegreen Timeshare Finance Corporation I, a Delaware corporation (the "Depositor") and their respective permitted successors and assigns, hereby amends and restates in its entirety that Certain Amended and Restated Purchase and Contribution Agreement, dated as of December 1, 2013, between Bluegreen and the Depositor (as amended from time to time, the "Original Agreement").

PURCHASE AND CONTRIBUTION AGREEMENT by and Among TRIP RAIL LEASING LLC, TRINITY INDUSTRIES LEASING COMPANY and TRIP RAIL MASTER FUNDING LLC Dated as of July 6, 2011 (February 17th, 2017)

THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of July 6, 2011 (this "Agreement") by and among TRIP RAIL LEASING LLC, a Delaware limited liability company (the "Seller"), TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation ("TILC" ) and TRIP RAIL MASTER FUNDING LLC, a Delaware limited liability company (the "Purchaser").

Purchase and Contribution Agreement (February 17th, 2017)

THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of May 24, 2006 (this "Agreement") by and among Trinity Rail Leasing Trust II, a Delaware statutory trust, (" TRLT-II " or the " TRLT-II Seller "), Trinity Industries Leasing Company, a Delaware corporation (" TILC " or the " TILC Seller "; TRLT-II and TILC are sometimes hereinafter collectively referred to as " Sellers " or individually as a " Seller ") and Trinity Rail Leasing V L.P., a Texas limited partnership (" Purchaser ").

Bfc Financial – Purchase and Contribution Agreement (March 23rd, 2016)

This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of March 17, 2016, is by and among Bluegreen Corporation, a Florida corporation ("Bluegreen" or a "Seller") and BRFC 2016-A LLC, a Delaware limited liability company (the "Depositor") and their respective permitted successors and assigns.

BankAtlantic Bancorp, Inc. – Purchase and Contribution Agreement (March 23rd, 2016)

This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of March 17, 2016, is by and among Bluegreen Corporation, a Florida corporation ("Bluegreen" or a "Seller") and BRFC 2016-A LLC, a Delaware limited liability company (the "Depositor") and their respective permitted successors and assigns.

Newstar Financial – PURCHASE AND CONTRIBUTION AGREEMENT Between (September 3rd, 2015)

THIS PURCHASE AND CONTRIBUTION AGREEMENT, dated as of September 1, 2015 (this "Agreement"), between NewStar Equipment Finance I, LLC, a Delaware limited liability company ("Seller"), and NewStar Commercial Lease Funding 2015-1 LLC, a Delaware limited liability company (the "Purchaser" or the "Issuer").

Assignment and Acceptance Agreement and Amendment No. 4 to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 2 to Third Amended and Restated Purchase and Contribution Agreement (September 2nd, 2015)

UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the Seller), UNITED RENTALS, INC., a Delaware corporation (the Collection Agent), LIBERTY STREET FUNDING LLC (Liberty), a Delaware limited liability company, and GOTHAM FUNDING CORPORATION (Gotham), a Delaware corporation (each of Liberty and Gotham, a Purchaser, and together the Purchasers), THE BANK OF NOVA SCOTIA (Scotia Capital), as a Bank, as administrative agent (the Administrative Agent) for the Investors and the Banks (as defined herein) and as purchaser agent for Liberty (the Liberty Purchaser Agent), PNC BANK, NATIONAL ASSOCIATION (PNC), as a Bank and as purchaser agent for itself (the PNC Purchaser Agent), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (BTMU), as a Bank and as purchaser agent for Gotham (the Gotham Purchaser Agent), and SUNTRUST BANK (ST), as a Bank and as purchaser agent for itself (the ST Purchaser Agent), and BANK OF MONTREAL (BMO), as a Bank and as purchaser agent for BMO a

Omnibus Amendment No. 3 to Second Amended and Restated Receivables Purchase Agreement and Amendment No. 2 to Amended and Restated Purchase and Contribution Agreement (September 1st, 2015)

AMENDMENT AGREEMENT (this "Amendment") dated as of August 27, 2015 among Lexmark Receivables Corporation (the "Seller"), Gotham Funding Corporation ("Gotham"), as an Investor, Wells Fargo Bank, N.A. ("Wells Fargo"), as an Investor Agent and a Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch ("BTMU"), as Program Agent (the "Program Agent"), an Investor Agent and a Bank, Lexmark International, Inc. ("Lexmark"), as Collection Agent and an Originator, Lexmark Enterprise Software, LLC (f/k/a Perceptive Software, LLC) ("Enterprise"), as an Originator, and Kofax, Inc., a Delaware corporation ("Kofax"), as a new Originator.

Flagship Credit Corp. – Purchase and Contribution Agreement (June 3rd, 2015)

This Purchase and Contribution Agreement (as amended, restated, supplemented or otherwise modified from time to time, this Purchase Agreement), dated as of April 27, 2015, is by and among FC Funding LLC, a Delaware limited liability company (the Seller), FCA Funding I LLC, a Delaware limited liability company (the Purchaser) and Flagship Credit Accepatance LLC, a Delaware limited liability company (Flagship) and CarFinance Capital LLC, a Delaware limited liability company (CarFinance and together with Flagship, each individually, an Originator and collectively, the Originators).

AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT Dated as of March 24, 2015 Between TAMPA ELECTRIC COMPANY, as the Originator and TEC RECEIVABLES CORP., as the Purchaser (March 30th, 2015)

This AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT, dated as of March 24, 2015, is between TAMPA ELECTRIC COMPANY, a Florida corporation (the Originator), and TEC RECEIVABLES CORP., a Delaware corporation (the Purchaser).

AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT Dated as of January 27, 2015 Between MYLAN PHARMACEUTICALS INC., as Originator and as Servicer, and MYLAN SECURITIZATION LLC, as Buyer (March 2nd, 2015)

THIS AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT dated as of January 27, 2015 (this "Agreement") is between MYLAN PHARMACEUTICALS INC., a West Virginia corporation ("MPI"), as originator and seller ("Originator"), and as initial servicer (in such capacity, the "Servicer"), and Mylan Securitization LLC, a Delaware limited liability company (the "Buyer"). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

PURCHASE AND CONTRIBUTION AGREEMENT by and Among TRINITY RAIL LEASING WAREHOUSE TRUST, (February 19th, 2015)

THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of November 5, 2009 (this " Agreement ") by and among Trinity Rail Leasing Warehouse Trust, a Delaware statutory trust, (" TRLWT " or the " TRLWT Seller "), Trinity Industries Leasing Company, a Delaware corporation (" TILC " or the " TILC Seller "; TRLWT and TILC are sometimes hereinafter collectively referred to as the " Sellers " or individually as a " Seller ") and Trinity Rail Leasing VII LLC, a Delaware limited liability company (the " Purchaser ").

BankAtlantic Bancorp, Inc. – Purchase and Contribution Agreement (February 3rd, 2015)

This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of January 15, 2015, is by and among Bluegreen Corporation, a Florida corporation ("Bluegreen" or a "Seller") and BRFC 2015-A LLC, a Delaware limited liability company (the "Depositor") and their respective permitted successors and assigns.

Bfc Financial – Purchase and Contribution Agreement (February 3rd, 2015)

This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of January 15, 2015, is by and among Bluegreen Corporation, a Florida corporation ("Bluegreen" or a "Seller") and BRFC 2015-A LLC, a Delaware limited liability company (the "Depositor") and their respective permitted successors and assigns.

Skilled Healthcare Group – Amendment No. 1 to Purchase and Contribution Agreement (January 9th, 2015)

THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FC-GEN OPERATIONS INVESTMENT, LLC, dated as of February [*], 2015 (the "Effective Date"), is entered into by and among SUN HEALTHCARE GROUP, INC., a Delaware corporation, as the Managing Member, and each of the Non-Managing Members (as defined herein).

Mplx Lp – Partnership Interests Purchase and Contribution Agreement (December 2nd, 2014)

THIS PARTNERSHIP INTERESTS PURCHASE AND CONTRIBUTION AGREEMENT (the Agreement) is entered into and effective on December 1, 2014 (the Effective Date), by and between MPLX Operations LLC, a Delaware limited liability company, (Operations), MPLX Logistics Holdings LLC, a Delaware limited liability company (Logistics), MPLX LP, a Delaware limited partnership (MPLX), and MPL Investment LLC, a Delaware limited liability company (MPLI), each a Party.

Omnibus Amendment No. 1 to Second Amended and Restated Receivables Purchase Agreement and Amended and Restated Purchase and Contribution Agreement (October 15th, 2014)

AMENDMENT AGREEMENT (this "Amendment") dated as of October 9, 2014 among Lexmark Receivables Corporation (the "Seller"), Gotham Funding Corporation ("Gotham"), as an Investor, Wells Fargo Bank, N.A. ("Wells Fargo"), as an Investor Agent and a Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch ("BTMU"), as Program Agent (the "Program Agent"), an Investor Agent and a Bank, Lexmark International, Inc. ("Lexmark"), as Collection Agent and an Originator and Perceptive Software, LLC ("Perceptive"), as an Originator.

Skilled Healthcare Group – Purchase and Contribution Agreement Dated as of August 18, 2014 by and Between Fc-Gen Operations Investment, Llc and Skilled Healthcare Group, Inc. (August 18th, 2014)

This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of August 18, 2014, is by and between FC-GEN Operations Investment, LLC, a Delaware limited liability company ("Greystone"), and Skilled Healthcare Group, Inc., a Delaware corporation ("Sonoma").

Fresenius Medical Care Ag&Co – Stock Purchase and Contribution Agreement by and Among Sound Inpatient Holdings, Llc Sound Inpatient Physicians, Inc. Sound Inpatient Physicians Holdings, Llc and Fresenius Medical Care Ag & Co. Kgaa Dated as of June 13, 2014 (July 31st, 2014)

This STOCK PURCHASE AND CONTRIBUTION AGREEMENT (this Agreement), dated as of June 13, 2014, is made by and among Sound Inpatient Physicians, Inc., a Delaware corporation (the Company), Sound Inpatient Holdings, LLC, a Delaware limited liability company (Seller), Sound Inpatient Physicians Holdings, LLC, a Delaware limited liability company (Buyer), and Fresenius Medical Care AG & Co. KGaA, a German partnership limited by shares (Parent Guarantor). The Company, Seller and Buyer shall be referred to herein from time to time collectively as the Parties.

Purchase and Contribution Agreement (May 21st, 2014)

DST Systems, Inc., a Delaware corporation, as the seller (the "Seller") and the Servicer, and Fountain City Finance, LLC, a Delaware limited liability company, as the purchaser (the "Purchaser"), agree as follows:

Paycom Software, Inc. – Securities Purchase and Contribution Agreement (March 10th, 2014)

THIS SECURITIES PURCHASE AND CONTRIBUTION AGREEMENT (as from time to time amended, supplemented or modified, this Agreement), dated as of April 3, 2012, is entered into by and among (i) Paycom Payroll Holdings, LLC, a Delaware limited liability company (Holdings), (ii) WCAS Capital Partners IV, L.P., a Delaware limited partnership (WCAS CP IV), and (iii) WCAS CP IV Blocker, Inc., a Delaware corporation (the Unit Purchaser). Capitalized terms used and not defined elsewhere in this Agreement have the meanings provided for them in Article I hereof.

BankAtlantic Bancorp, Inc. – Amended and Restated Purchase and Contribution Agreement (December 23rd, 2013)

This AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT (this Agreement), dated as of December 1, 2013, is by and among Bluegreen Corporation, a Massachusetts corporation (Bluegreen or a Seller) and Bluegreen Timeshare Finance Corporation I, a Delaware corporation (the Depositor) and their respective permitted successors and assigns, hereby amends and restates in its entirety that Certain Purchase and Contribution Agreement, dated as of May 1, 2006, between Bluegreen and the Depositor (as amended from time to time, the Original Agreement).

Bfc Financial – Amended and Restated Purchase and Contribution Agreement (December 23rd, 2013)

This AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT (this Agreement), dated as of December 1, 2013, is by and among Bluegreen Corporation, a Massachusetts corporation (Bluegreen or a Seller) and Bluegreen Timeshare Finance Corporation I, a Delaware corporation (the Depositor) and their respective permitted successors and assigns, hereby amends and restates in its entirety that Certain Purchase and Contribution Agreement, dated as of May 1, 2006, between Bluegreen and the Depositor (as amended from time to time, the Original Agreement).

AMENDED AND RESTATED PURCHASE AND CONTRIBUTION AGREEMENT Dated as of October 10, 2013 Among LEXMARK INTERNATIONAL, INC. And PERCEPTIVE SOFTWARE, LLC (November 7th, 2013)

LEXMARK INTERNATIONAL, INC., a Delaware corporation ("Lexmark International"), PERCEPTIVE SOFTWARE, LLC, a Delaware limited liability company ("Perceptive" and together with Lexmark International, collectively, the "Sellers", each individually, a "Seller"), and LEXMARK RECEIVABLES CORPORATION, a Delaware corporation (the "Purchaser"), agree as follows:

BankAtlantic Bancorp, Inc. – Purchase and Contribution Agreement (October 2nd, 2013)

This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of September 15, 2013, is by and among Bluegreen Corporation, a Massachusetts corporation ("Bluegreen" or a "Seller") and BRFC 2013-A LLC, a Delaware limited liability company (the "Depositor") and their respective permitted successors and assigns.

Bfc Financial – Purchase and Contribution Agreement (October 2nd, 2013)

This PURCHASE AND CONTRIBUTION AGREEMENT (this "Agreement"), dated as of September 15, 2013, is by and among Bluegreen Corporation, a Massachusetts corporation ("Bluegreen" or a "Seller") and BRFC 2013-A LLC, a Delaware limited liability company (the "Depositor") and their respective permitted successors and assigns.

Amendment No. 2 to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 1 to Third Amended and Restated Purchase and Contribution Agreement (September 23rd, 2013)

UNITED RENTALS RECEIVABLES LLC II, a Delaware limited liability company (the Seller), UNITED RENTALS, INC., a Delaware corporation (the Collection Agent), LIBERTY STREET FUNDING LLC (Liberty), a Delaware limited liability company, MARKET STREET FUNDING LLC (Market Street), a Delaware limited liability company, and GOTHAM FUNDING CORPORATION (Gotham), a Delaware corporation (each of Liberty, Market Street and Gotham, a Purchaser, and together the Purchasers), THE BANK OF NOVA SCOTIA (Scotia Capital), as a Bank, as administrative agent (the Administrative Agent) for the Investors and the Banks (as defined herein) and as purchaser agent for Liberty (the Liberty Purchaser Agent), PNC BANK, NATIONAL ASSOCIATION (PNC), as a Bank and as purchaser agent for Market Streetitself (the Market Street PNC Purchaser Agent), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH (BTMU), as a Bank and as purchaser agent for Gotham (the Gotham Purchaser Agent), and BANK OF AMERICA, N.A. (BOA), as a Ban

PURCHASE AND CONTRIBUTION AGREEMENT Dated as of April 19, 2013 Between MARTIN MARIETTA MATERIALS, INC. As Seller and as Servicer and MARTIN MARIETTA FUNDING LLC, as Buyer (April 24th, 2013)

THIS PURCHASE AND CONTRIBUTION AGREEMENT dated as of April 19, 2013 (this Agreement) is between MARTIN MARIETTA MATERIALS, INC., a North Carolina corporation (Martin Marietta), as seller (Seller), and as initial servicer (in such capacity, the Servicer), and MARTIN MARIETTA FUNDING LLC, a Delaware limited liability company (the Buyer). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: