Contribution and Sale. Upon the terms and subject the conditions set forth in this Agreement, the Purchaser hereby agrees to acquire from each of the Contributors, and each such Contributor hereby agrees to contribute and sell to the Purchaser, all of such Contributor’s right, title and interest in and to the Interests, free and clear of all Liens. The agreements set forth herein of each of the Contributors are several and not joint, except as otherwise expressly provided herein; provided, however, that the transactions contemplated hereby shall not be consummated except in connection with the contribution and sale hereunder at the Closing of all, but not less than all, of the Interests.
Contribution and Sale. The Partnership hereby agrees to acquire from the Contributor, and the Contributor hereby agree to contribute to the Partnership, the Interests, free and clear of all Liens, for the Agreed Contribution Value, subject to and in accordance with the terms and conditions of this Agreement.
Contribution and Sale. (a) Pursuant to the terms hereof, the Contributors hereby agree to contribute AACLP Partnership Interests to the Company Operating Partnership free and clear of any and all restrictions on transfer (other than restrictions under the Securities Act and state securities laws), taxes, mortgages, liens, encumbrances, charges, pledges, impositions, security interests, options, warrants, purchase rights, rights of first refusal, contracts, commitments, equities, claims and demands ("Liens"), and the Company Operating Partnership hereby agrees to accept such AACLP Partnership Interests from the Contributors, in exchange for an aggregate amount of units of limited partnership interest in the Company Operating Partnership (the "UDR Units") as set forth on Exhibit A (the "Exchange Equity Consideration"). Any Contributor who receives UDR Units in such exchange (a "UDR Unit Holder") shall, upon the issuance of such UDR Units, be admitted as a limited partner of the Company Operating Partnership and shall sign the Third Amended and Restated Agreement of Limited Partnership of the Company Operating Partnership, in substantially the form attached hereto as Exhibit D (the "Partnership Agreement").
Contribution and Sale. (a) In consideration of Discover Funding’s payment of each related Purchase Price, and/or in consideration of the membership interest in Discover Funding held by Discover Bank, Discover Bank hereby sells and assigns and/or contributes, as applicable, to Discover Funding, without recourse, all of Discover Bank’s right, title and interest in, to, and under (i) the Receivables existing on the Effective Date (including the Existing Assets) and arising after the Effective Date in each Initial Account (including any related Surviving Account), and the Receivables existing on the related Additional Account Cut-Off Date and arising after the related Additional Account Cut-Off Date in each Additional Account (including any related Surviving Account), (ii) all Interchange allocable to those Receivables, (iii) all Collections on those Receivables, including all Recovered Amounts, and (iv) all proceeds of any of this property (collectively, the “Conveyed Assets”). Discover Funding hereby accepts the Conveyed Assets sold and/or contributed under this Agreement. The sale or contribution of the Existing Assets pursuant to this Section 2.1(a) is subject to any rights in the Existing Assets transferred, assigned, set over or otherwise conveyed to the Trustee pursuant to the Prior PSA.
Contribution and Sale. (i) General contribution undertaking: Subject to the terms and conditions -------------------------------- of this Agreement, each MPG Founder hereby irrevocably undertakes to transfer, by way of a contribution in kind (apport en nature), the number of MPG Shares listed in Annex 2.1. (i) to HA, in exchange for the issue by HA of twenty-eight million eight hundred thousand (28,800,000) new shares of HA, (the "New HA Shares") reserved to the MPG Founders (the "Contribution"). Annex 2.1. (i) sets out the number of New HA Shares which shall be issued to each of the MPG Founders.
Contribution and Sale. 3 2.2 Assistance and best efforts...................................... 3 2.3 Representations and warranties by the MPG Founders............... 4 2.4 Representation and warranties by HA.............................. 4 2.5 Completion Conditions............................................ 5
Contribution and Sale. (a) In consideration of Discover Funding’s payment of each related Purchase Price, and/or in consideration of the membership interest in Discover Funding held by Discover Bank, Discover Bank hereby sells and assigns and/or contributes, as applicable, to Discover Funding, without recourse, all of Discover Bank’s right, title and interest in, to, and under (i) the Receivables existing on the Closing Date and arising after the Closing Date in each Initial Account (including any related Surviving Account), and the Receivables existing on the related Additional Account Cut-Off Date and arising after the related Additional Account Cut-Off Date in each Additional Account (including any related Surviving Account), (ii) all Interchange allocable to those Receivables, (iii) all Collections on those Receivables, including all Recovered Amounts, and (iv) all proceeds of any of this property (collectively, the “Conveyed Assets”). Discover Funding hereby accepts the Conveyed Assets sold under this Agreement.
Contribution and Sale. (a) Subject to the terms and conditions set forth herein, Transferor shall, and shall cause the other Transferring Entities to, contribute, assign, transfer and convey to the Transferee, and the Transferee shall accept and acquire from Transferor and the other Transferring Entities, in each case at the Closing, all of Transferor’s and the other Transferring Entities’ right, title and interest in and to the Transferred Assets, other than the Transferred Tangible Personal Property, as of the Closing, free and clear of all Liens (other than Permitted Liens of the nature described in clauses (i) through (vii), (ix) and (xi) of the definition of Permitted Liens).
Contribution and Sale. At the Closing (as defined herein), upon the terms and subject to the conditions set forth in this Agreement, Seller shall contribute, assign, transfer, convey and deliver to Purchaser, and Purchaser shall accept and acquire from Seller, all right, title and interest in and to all the assets and properties of Seller of every kind, character and description, whether now owned or hereafter acquired by Seller prior to the Closing Date, whether real, personal or mixed, whether tangible or intangible, and wherever located, and whether or not specially referred to in this Agreement or reflected on the books and records of Seller, free and clear of any Liens (as defined herein), which are primarily used, held for use or intended for use in connection with, or are otherwise necessary for the effective conduct of, the Business, other than the Excluded Assets as defined in Section 1.2 hereof (all of which (other than the Excluded Assets) are collectively referred to herein as the “Assets”), including, but not limited to, all of the following assets and properties of Seller primarily used, held for use or intended for use in connection with, or are otherwise necessary for the effective conduct of, the Business:
Contribution and Sale. (a) For good and valuable consideration of which BANA acknowledges that FIA has previously acknowledged receipt, and for the payment of the portion of the Purchase Price relating to the Contributed Assets as provided in the Original Receivables Contribution and Sale Agreement, FIA did contribute, transfer, assign, set over, and otherwise convey to BACCS (collectively, the "Contribution"), without recourse except as provided in the Original Receivables Contribution and Sale Agreement, all of FIA's right, title and interest, whether then owned or thereafter acquired, in, to and under (i) the Receivables existing as of Closing Date in the Initial Accounts, (ii) all Interchange, Insurance Proceeds, and Recoveries allocable to such Receivables, (iii) all monies due or to become due and all amounts received or receivable with respect thereto, (iv) all Collections with respect thereto, and (v) all proceeds (including "proceeds" as defined in the UCC) thereof (collectively, the "Contributed Assets"). BANA hereby acknowledges FIA's prior contribution of the Contributed Assets and does hereby contribute, transfer, assign, set over, and otherwise convey to BACCS without recourse except as provided herein, any right, title or interest, whether now owned or hereafter acquired, in, to and under any of the Contributed Assets that BANA may be deemed to have.
