Asset Contribution and Purchase Agreement definition

Asset Contribution and Purchase Agreement means the Asset Contribution and Purchase Agreement, dated January 8, 2001, as amended by the First Amendment to the Asset Contribution and Purchase Agreement, dated March 2, 2001, between Xxxxxxx Xxxxx & Co., Inc. and MLCS, as sellers, and Allegheny, the Company and Allegheny Energy Global Markets, LLC, as purchasers.
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Asset Contribution and Purchase Agreement means the Amended and Restated Asset Contribution and Purchase Agreement dated as of the Amendment Closing Date, substantially in the form of Exhibit K hereto, between TILC and the Borrower. Amended and Restated Warehouse Loan Agreement
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Asset Contribution and Purchase Agreement means the Asset Contribution and Purchase Agreement dated as of the Facility Closing Date, substantially in the form of Exhibit J hereto, between TRIP and the Borrower.
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Examples of Asset Contribution and Purchase Agreement in a sentence

  • Receipt by the Agent of a duly executed copy of the Asset Contribution and Purchase Agreement, in form and substance satisfactory to the Agent in its sole discretion.

  • Upon the terms and subject to the conditions set forth in Section 5.12 of the Asset Contribution and Purchase Agreement, MLCS shall have the right to nominate one Director to serve on the Board, who, as contemplated by Section 5.12 of the Asset Contribution and Purchase Agreement, may be a non-voting Director.

  • No other Member of the Company may transfer, convey, assign or otherwise dispose of, in whole or in part, its percentage interests in the Company; provided, that MLIBK may transfer, convey, assign or otherwise dispose of its percentage interests in the Company as permitted by Section 5.18 of the Asset Contribution and Purchase Agreement.

  • The Members and any Affiliate of the Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others; provided, that the foregoing shall not release MLIBK or any of its Affiliates from, or otherwise affect in any respect, the obligations of MLIBK and its Affiliates set forth in Section 5.08 of the Asset Contribution and Purchase Agreement.

  • No other Member of the Company may transfer, convey, assign or otherwise dispose of, in whole or in part, its percentage interests in the Company; PROVIDED, that MLIBK may transfer, convey, assign or otherwise dispose of its percentage interests in the Company as permitted by Section 5.18 of the Asset Contribution and Purchase Agreement.

  • The Members and any Affiliate of the Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others; PROVIDED, that the foregoing shall not release MLIBK or any of its Affiliates from, or otherwise affect in any respect, the obligations of MLIBK and its Affiliates set forth in Section 5.08 of the Asset Contribution and Purchase Agreement.

  • The Applicants and Allegheny Energy Global Markets L.L.C., a newly formed, wholly owned Rule 58 subsidiary of AE Supply ("Rule 58 Company"), Merrill Lynch & Co. ("ML") and Merrill Lynch Capital Services, its wholly owned subsidiary ("MLCS" together with ML, "Merrill Lynch"), have entered into an Asset Contribution and Purchase Agreement dated January 8, 2001 ("Agreement").


More Definitions of Asset Contribution and Purchase Agreement

Asset Contribution and Purchase Agreement means the Second Amended and Restated Asset Contribution and Purchase Agreement dated as of May 29, 2009, substantially in the form of Exhibit K hereto, between TILC and the Borrower, as amended on February 4, 2011 and on the Amendment Closing Date. “Asset Disposition” means any sale, lease or other disposition by the Borrower (other than the lease of a Railcar pursuant to an Eligible Lease) of any Portfolio Railcar, Portfolio Lease or other item of Collateral, whether by sale, lease, transfer, Event of Loss, Condemnation or otherwise. “Assignment and Acceptance” means an Assignment and Acceptance, substantially in the form of Exhibit C hereto, under which an interest of a Lender hereunder is transferred to an Eligible Assignee pursuant to Section 11.06(b). 747656567 17557858 5 Fifth Amended and Restated Warehouse Loan Agreement
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Asset Contribution and Purchase Agreement means the Second Amended and Restated Asset Contribution and Purchase Agreement dated as of May 29, 2009, as amended on February 4, 2011, substantially in the form of Exhibit K hereto, between TILC and the Borrower.
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Asset Contribution and Purchase Agreement means the Second Amended and Restated Asset Contribution and Purchase Agreement dated as of May 29, 2009, substantially in the form of Exhibit K hereto, between TILC and the Borrower, as amended on February 4, 2011 and on the Amendment Closing Date. “Asset Disposition” means any sale, lease or other disposition by the Borrower (other than the lease of a Railcar pursuant to an Eligible Lease) of any Portfolio Railcar, Portfolio Lease or other item of Collateral, whether by sale, lease, transfer, Event of Loss, Condemnation or otherwise. “Assignment and Acceptance” means an Assignment and Acceptance, substantially in the form of Exhibit C hereto, under which an interest of a Lender hereunder is transferred to an Eligible Assignee pursuant to Section 11.06(b). “Availability Period” means the period from the Amendment Closing Date to the Revolving Termination Date. “Available Commitment” means, with respect to any Committed Lender, the aggregate of such Committed Lender’s Commitment less the aggregate principal amount of outstanding Loans held by such Committed Lender (or any Conduit Lender designated by such Committed Lender) under this Agreement. “Back-up Manager” has the meaning set forth in the Management Agreement. “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “Bank of America” means Bank of America, N.A., as a Committed Lender. “Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978, as amended, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws
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Related to Asset Contribution and Purchase Agreement

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Sale and Purchase Agreement means the sale and purchase agreement entered into or to be entered into on the date of this Agreement between the Investor and the Company in the agreed form;

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Bond Purchase Agreement means a Bond Purchase Agreement, dated as of the sale of the Series KK-2019 Bonds, entered into by and between KUB and the Underwriter, in substantially the form of the document attached hereto as Exhibit A, subject to such changes as permitted by Section 9 hereof, as approved by the President and Chief Executive Officer of KUB, consistent with the terms of this resolution;

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Transfer Agreement means the agreement providing for a transfer of structured settlement payment rights.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Purchase and Sale Agreement means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the Closing Date, among the Servicer, the Transferor and the Borrower, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 J], dated as of March 18, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Master Funding Agreement means the Master Funding Agreement entered into by the Company and the Secretary of State on 31st October 2013;

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Conveyance Agreement means the Conveyance Agreement Master Securitization Terms Number 1000, dated February 29, 2008, as amended and reaffirmed from time to time, among the Master Depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of the Master Depositor, VL Funding, as the depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of VL Funding, and Xxxxxx Xxx, Inc., as master servicer, together with each executed Purchase Agreement (as defined therein), each executed Xxxx of Sale (as defined therein) and all attachments thereto.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Reconstitution Agreement An agreement or agreements entered into by the Company and the Purchaser and/or certain third parties in connection with a Reconstitution with respect to any or all of the Mortgage Loans serviced under the Agreement. Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. Securities Act: The Securities Act of 1933, as amended.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.