Contribution of the Transfer Entities Sample Clauses

Contribution of the Transfer Entities. (a) Before the Closing, Sprint will cause the Transfer Entities to be contributed to Sprint HoldCo LLC, and Sprint HoldCo LLC will accept Capital Stock of the Transfer Entities, in each case, free and clear of any Encumbrance. Sprint will then cause Sprint HoldCo LLC to contribute the Transfer Entities to Sprint Sub LLC, and Sprint Sub LLC will accept the Capital Stock of the Transfer Entities, free and clear of any Encumbrance, and Sprint Sub LLC will issue to Sprint HoldCo LLC all of the Capital Stock of Sprint Sub LLC in accordance with the terms of the Sprint Sub LLC Agreement. The Transfer Entities will be transferred free of cash and Indebtedness (including any Encumbrances related thereto), other than the Sprint Pre-Closing Financing assumed by Sprint Sub LLC in accordance with Section 1.2(a). From and after the contributions described in this Section 3.2(a), Sprint will cause the Transfer Entities and Sprint Sub LLC to be entities disregarded as separate from Sprint HoldCo LLC for U.S. federal income tax purposes until the consummation of the transactions described in Section 3.3. (b) Sprint will (i) use its Reasonable Best Efforts to transfer, or cause to be transferred, by assignment (and not by means of merger, liquidation or any other means), prior to the Closing, all assets owned by Sprint and its Subsidiaries that are primarily used in the operation of the Sprint WiMAX Business, including the Sprint Assets, and all Liabilities that relate primarily to the Sprint WiMAX Business to one or more newly formed single member limited liability companies that are treated as disregarded entities for U.S. federal income tax purposes and (ii) with respect to those assets and Liabilities that are not assigned under clause (i), each Transfer Entity that holds any such assets and Liabilities that as of the Execution Date is not a limited liability company treated as a disregarded entity for U.S. federal income tax purposes, cause such assets and Liabilities to be held by a limited liability company that is treated as a disregarded entity for U.S. federal income tax purposes, whether through a conversion, merger, liquidation or other means (each limited liability company described in clause (i) or (ii) above, a “New Sprint LLC”). For purpose of clause (i) of the preceding sentence, Sprint will use its Reasonable Best Efforts with respect to any particular assets until the earlier of (x) the date of the receipt of the FCC Consent and (y) the date that Sprint ...
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Related to Contribution of the Transfer Entities

  • 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 Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

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

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • Payment of Contributions The College and eligible academic staff members of the plan shall each contribute one-half of the contributions to the Academic and Administrative Pension Plan.

  • City Contribution The City agrees to maintain health and dental benefits at present levels for the life of the Agreement.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

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