Sale and Contribution Sample Clauses

Sale and Contribution. In consideration of the premises, including the mutual benefits derived and to be derived from the Contribution Agreement and this Assignment, effective immediately following the assignment described in Section 2.1, the NPI Owners hereby sell, transfer and assign to Assignee, without warranty, express, implied or statutory, the Existing NPI Interests and any other net profits interests owned by the NPI Owners, to the extent and only to the extent that such Existing NPI Interests and any other net profits interests affect the Assets (the NPI Owners and Assignee acknowledging that to the extent that the Existing NPI Interests and other net profits interests affect properties other than the Assets, such Existing NPI Interests and other net profits interests shall remain in full force and effect and shall not be transferred hereby).
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Sale and Contribution. The Contributor agrees to (a) transfer and contribute the Contributed Interest to the Operating Partnership or its wholly-owned subsidiary designee on the Closing Date free and clear of all Liens and (b) pay to Manager the Acquisition Fee, in each case, subject to the terms and conditions of this Agreement. In consideration of such contribution and sale and payment, and in reliance on the representations and warranties of the Contributor contained in or made pursuant to the terms of this Agreement, at the Closing, the Operating Partnership agrees to (a) pay to the Contributor $32,500,000 in cash (the “Cash Consideration”) and (b) issue to the Contributor an aggregate number of OP Units that are equal to (i) the balance of the Sale and Contribution Value (i.e. the total Sale and Contribution Value less the Cash Consideration), divided by (ii) the initial public offering price per share of the REIT Shares as of the IPO (the “IPO Offering Price”); provided, however, that, instead of any fractional OP Units, the Contributor will receive a cash adjustment in an amount equal to the product of such fractional OP Unit multiplied by the IPO Offering Price (such OP Units and Cash Consideration, collectively, the “Contributed Interest Consideration”).
Sample 1Sample 2
Sale and Contribution. Subject to the terms and conditions set forth in this Agreement and the Assignment Agreement, (a) the Assignors are contemporaneously herewith (i) selling, conveying, transferring and assigning the Purchased Assets, free and clear of all Encumbrances (except for Permitted Encumbrances), to SXE, and (ii) contributing, conveying, transferring and assigning the Contributed Assets, free and clear of all Encumbrances (except for Permitted Encumbrances), to SXE, and (b) SXE shall then further contribute, convey, transfer and assign the Assigned Assets to the SXE Subsidiaries, in the manner set forth on Schedule 2.1.
Sample 1Sample 2
Sale and Contribution. The purchase and sale of the Bolivian Purchase Entity, the transfer of the Joint Venture Assets to the Bolivian Joint Venture Entity and the formation of the Joint Venture and the Option in respect of the Gold Bar Mill, as set forth in the applicable Definitive Agreements, will be structured as follows: a.
Sample 1
Sale and Contribution. OF ASSETS 12 2.1 Sale of Undivided Interest in Contributed Assets. 12 2.2 Contribution of Uniroyal Assets and Bayer Assets to Partnership. 12 2.3 Excluded Obligations. 13 2.4 Non-Assignable Rights. 15 2.5 Closing Date 16 ARTICLE 3.
Sample 1

Related to Sale and Contribution

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • Payments and Contributions Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters.

  • The Contribution 4.1 The Minister will make a non-repayable Contribution to the Recipient in respect of the Project in an amount not exceeding the lesser of (a) and (b) as follows:

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • ALLOCATION OF CONTRIBUTIONS You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Initial Contribution The member agrees to make an initial contribution to the Company of $____________.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

  • Public Cash Contribution The Parties acknowledge that, in connection with the Offering, the public, through the Underwriters, has made a capital contribution to the Partnership of $380,600,000.00 in cash in exchange for 17,300,000 Common Units (the “Firm Units”) representing a 22.9% limited partner interest in the Partnership and new limited partners are being admitted to the Partnership in connection therewith.

  • Qualified Nonelective Contributions If the Employer, at the time of contribution, designates a contribution to be a qualified nonelective contribution for the Plan Year, the Advisory Committee will allocate that qualified nonelective contribution to the Qualified Nonelective Contributions Account of each Participant eligible for an allocation of that designated contribution, as specified in Section 3.04 of the Employer's Adoption Agreement. The Advisory Committee will make the allocation to each eligible Participant's Account in the same ratio that the Participant's Compensation for the Plan Year bears to the total Compensation of all eligible Participants for the Plan Year. The Advisory Committee will determine a Participant's Compensation in accordance with the general definition of Compensation under Section 1.12 of the Plan, as modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

  • Catch-Up Contributions In the case of a Traditional IRA Owner who is age 50 or older by the close of the taxable year, the annual cash contribution limit is increased by $1,000 for any taxable year beginning in 2006 and years thereafter.

Time is Money Join Law Insider Premium to draft better contracts faster.