Contribution Documents Clause Samples

Contribution Documents the Contribution Agreement, the ▇▇▇▇▇ Operating Agreement, the Old SoCal Restricted Stock Agreement and any other instruments, documents and agreements entered into in connection therewith or with the transactions contemplated thereby, in each case, as amended, restated, supplemented or otherwise modified from time to time.

Contribution Documents. The Purchaser shall have received evidence, in form and substance reasonably satisfactory to the Purchaser, of the consummation of the Contribution as of the date of this Agreement, including delivery of the Contribution Agreement executed by each Selling Party.

Contribution Documents. (a) the Property Exchange Documents, (b) the Contribution of Assets, dated the Funding Date, between Holdings and Borrower, (c) the Assignment, ▇▇▇▇ of Sale and Conveyance, dated the Funding Date, between Holdings and Borrower, and (d) each additional ▇▇▇▇ of sale, assignment and other conveyance document delivered to Borrower pursuant to the foregoing, in each case in form and substance satisfactory to the Agent and the Lenders.

Contribution Documents. Each of the Contribution Documents is a valid and legally binding agreement of the parties thereto under the laws of the State of Texas, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); each of those Contribution Documents is in a form legally sufficient as between the parties thereto to transfer and convey to, or vest in, the transferee thereunder all of the right, title and interest of the transferor stated therein in and to the Partnership Assets purported to be transferred or vested thereby, as described in the Contribution Documents, subject to the conditions, reservations, encumbrances and limitations contained in the Contribution Documents and those set forth in the General Disclosure Package and the Prospectus.

Contribution Documents. The SPAC, Buyer and CSAC Holdings Inc. shall have executed and delivered the Contribution Documents.

Contribution Documents. The Borrower will, and will cause its Subsidiaries to, use good faith diligent efforts to promptly provide to the Administrative Agent (i) drafts of any proposed amendment, modification or supplement to the Contribution Agreement or schedules thereto, (ii) drafts of any document to be executed pursuant to, or in connection with, the Contribution Agreement, the form of which is not attached to, or deviates in any material respect from the form attached to, the Contribution Agreement and (iii) any change in the structure of the transactions contemplated by the Contribution Documents (including, without limitation, corporate and organizational structure, intercompany debt and equity structure, asset and operations structure, and the process to achieve such structures) to be effected on or prior to the Initial Borrowing Date. The rights of the Agents to approve any of the foregoing matters shall be governed by the express terms of this Agreement, including, without limitation, Section 8.11. ------------

Contribution Documents. To Buyer, duly signed Contribution Agreement, together with a copy of the decision of the shareholder meeting of Vault-IC approving the contribution and the related capital increase on the basis of the report of the Commisaire aux apports.

Contribution Documents. (a) Prior to or at the First Closing, Cingular and AWS shall deliver to Triton duly executed Global Contribution, ▇▇▇▇ of Sale, Assignment and Assumption Agreements in substantially the forms attached hereto as Exhibit J-1 and Exhibit J-2 effectuating the Multi-Area Contributions and such other documents, agreements and instruments executed in connection therewith, which other documents, agreements and instruments shall have been on terms and conditions reasonably satisfactory to Triton. (b) Prior to or at the First Closing, Triton shall deliver to Cingular and AWS duly executed Global Contribution, ▇▇▇▇ of Sale, Assignment and Assumption Agreements in substantially the forms attached hereto as Exhibit K-1, Exhibit K-2, Exhibit K-3 and Exhibit K-4 effectuating the Virginia Contributions and such other documents, agreements and instruments executed in connection therewith, which other documents, agreements and instruments shall have been on terms and conditions reasonably satisfactory to AWS and Cingular.

Contribution Documents. As of the Closing Date, Borrower has delivered to Agent a complete and correct copy of the Contribution Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). As of the Closing Date, no Credit Party and, to the knowledge of the Credit Parties, no other Person party thereto is in default in the performance or compliance with any provisions thereof. The Contribution Documents comply with, and the Contribution has been consummated in accordance with, all applicable laws, except to the extent that the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. The Contribution Documents are in full force and effect as of the Closing Date and have not been terminated, rescinded or withdrawn. All requisite material approvals by Governmental Authorities having jurisdiction over Waldensian, Encompass, any Credit Party and other Persons referenced therein, with respect to the transactions contemplated by the Contribution Documents, have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by the Contribution Documents or to the conduct by any Credit Party of its business thereafter. To the best of each Credit Party's knowledge, none of Waldensian's or Encompass' representations or warranties (and any qualifications limitations or exceptions thereto) in the Contribution Documents contain any untrue statement of a material fact or omit any material fact necessary to make the statements therein not misleading. Each of the representations and warranties given by each applicable Credit Party in the Contribution Documents is true and correct in all material respects. Notwithstanding anything contained in the Contribution Documents to the contrary, such representations and warranties of the Credit Parties are incorporated into this Agreement by this SECTION 3.24 and shall, solely for purposes of this Agreement and the benefit of Agent and Lenders (in their capacity as Lenders), survive the consummation of the Contribution.