Contribution Agreement, Etc Sample Clauses

Contribution Agreement, Etc. The Company and TI will agree, on a joint and several basis, to contribute to Holdco from time to time such additional amounts of capital as Holdco and PNC may need to complete the repair of the Port Xxxx Plant in a manner reasonably satisfactory to the Investor (such agreement, the "Contribution Agreement"). Terra, the Company and TI may also indemnify the Investor, Holdco and PNC for environmental liabilities that may arise relating to the Port Xxxx Facility and for securities law liabilities that may arise relating to the SPU Redemption.
Sample 1
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Contribution Agreement, Etc. Give Lender notice of and provide Lender with copies of all documentation relating to (i) any default or event of default that occurs under any of the Contribution Documents (together with a statement of any applicable cure periods with respect to such default or Event of Default) or if any party thereto (including CSSE) exercises its rights to indemnification thereunder, (ii) the delivery by CPE Holdings of the Put Election Notice or the Conversion Election Notice (as each is defined in the Crackle Operating Agreement), (iii) the exercise by CPE Holdings or any other person (deemed or otherwise) of the Put Option or the Conversion Right (as each is defined in the Crackle Operating Agreement), (iv) CSSE’s or any other person’s election or determination to pay for the Put Option in CSSE Preferred Stock (as each defined in the Crackle Operating Agreement), cash or any combination of CSSE Preferred Stock and cash, (v) the exercise by CPE Holdings or any other person of its rights under Section 3.03(d) of the Registration Rights Agreement, and (vi) if CPE Holdings or any other person elects a cashless exercise of the CSSE Warrants (as defined in the Contribution Agreement).
Sample 1
Contribution Agreement, Etc. Amend, restate, amend and restate, supplement or otherwise modify any Contribution Document, in each case without the prior written consent of Lender; provided, that Lender shall not unreasonably withhold, condition or delay such consent for any changes or modifications which relate to the ordinary course commercial business operations of Crackle Plus; provided, further, that Lender’s consent shall not be required for any changes or supplements to the Specified Contribution Documents if such changes and supplements (i) are undertaken in good faith by the parties thereto in furtherance of the ordinary course operations of Crackle Plus, (ii) do not represent a material change to the business of Crackle Plus, and (iii) would not impair the assets or financial performance of Crackle Plus.
Sample 1
Contribution Agreement, Etc. The Contribution Agreement is a valid and binding contract as to each of the Restricted Companies that are parties thereto and, to the best of each Restricted Company's knowledge, as to the other parties thereto. As of the date of this Agreement, no Restricted Company that is a party to the Contribution Agreement is in default in any material respect of its obligations under the Contribution Agreement and, to the best of each Restricted Company's knowledge, as of the date of this Agreement the other parties thereto are not in default in any material respect of any of their obligations thereunder. The representations and warranties of the Holding Companies that are parties to the Contribution Agreement set forth therein are true and correct in all material respects as of the date hereof with the same force and effect as if made on and as of the date hereof. To the best of each Restricted Company's knowledge, as of the date hereof, all of the representations and warranties of the other parties thereto set forth in the Contribution Agreement are true and correct in all material respects with the same force and effect as though made on and as of the date hereof.
Sample 1

Related to Contribution Agreement, Etc

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Distribution Agreement This Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company. The transactions contemplated by this Agreement have been duly authorized by the Company.

  • Defined Contribution Plan A plan under which Employee accounts are maintained for each Participant to which all contributions, forfeitures, investment income and gains or losses, and expenses are credited or deducted. A Participant’s benefit under such plan is based solely on the fair market value of his or her account balance.

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Participation Agreement The Participation Agreement (Federal Express Corporation Trust No. N585FE), dated as of June 15, 1998, as amended and restated as of September 1, 1998, among the Lessee, the Owner Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as owner trustee, the Owner Participant, the Indenture Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as indenture trustee, the Pass Through Trustee not in its individual capacity except as otherwise expressly provided therein, but solely as pass through trustee, and the Subordination Agent not in its individual capacity except as otherwise expressly provided therein, but solely as subordination agent.

  • Designation Agreement Section 6045(e) of the United States Internal Revenue Code and the regulations promulgated thereunder (herein collectively called the “Reporting Requirements”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transaction. Escrow Agent is either (x) the person responsible for closing the Transaction (as described in the Reporting Requirements) or (y) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transaction (as described in the Reporting Requirements). Accordingly:

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

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