Effect of Contribution Sample Clauses

Effect of Contribution. On the Closing Date, upon the satisfaction of the condition precedent set forth in Section 4.01 below, in exchange for its Capital Contribution (i) IFG will receive each Contributing Partner's respective Percentage Interest and (ii) the Capital Account (as defined in the Partnership Agreement) of IFG will be credited with the amount set forth opposite its name on Exhibit A to the Partnership Agreement.
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Effect of Contribution. Contributors shall be treated as if no right to the contribution had ever accrued. Under no circumstances shall contributed time be retrievable.
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Effect of Contribution. The Trust will deliver to Insignia a certificate or certificates evidencing the Shares to be issued pursuant hereto.
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Effect of Contribution. The Partnership will (i) issue the GP Units to be issued pursuant hereto to IPT and (ii) credit the Capital Account (as defined in the Partnership Agreement) of IPT accordingly.
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Effect of Contribution. The Contribution shall have the effects under state law as set forth herein and the applicable provisions of Section 351 of the Code. Without limiting the generality of the foregoing, and subject thereto, from and after the Closing: all property, rights, privileges, immunities, powers, franchises, licenses, authority, debts, liabilities, obligations, restrictions, and duties of CFM shall remain with CFM. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that neither Party is making any representation or warranty as to the qualification of the Contribution as a tax-free transaction under Section 351 of the Code or as to the effect, if any, that any transaction(s) consummated prior to or after the Contribution Date has or may have on any such reorganization status. The Parties further acknowledge and agree that each: (i) has had the opportunity to obtain independent legal and tax advice with respect to the Contribution and other transactions contemplated by this Agreement, and (ii) is responsible for paying its own taxes, including without limitation, any adverse tax consequences that may result if the Contribution is determined not to qualify as a tax-free transaction under Section 351 of the Code.
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Effect of Contribution. Effective immediately upon the consummation of the transactions contemplated by Section 1, (i) New PubCo shall own the Contributed Units and shall have beneficial and legal title to the Contributed Units and (ii) New PubCo shall become a member of OpCo. Subject to the terms and conditions of this Agreement, following the Effective Date, New PubCo hereby accepts, assumes and agrees to pay, discharge and perform (or cause to be paid, discharged and performed) when due all liabilities related to the Contributed Units arising following the Effective Date, whether known or unknown, disclosed or undisclosed, matured or unmatured, contingent or otherwise (collectively, the “Assumed Liabilities”). For the avoidance of doubt, New PubCo does not assume or have any liability whatsoever with respect to any liabilities retained by Xxxxx or Sponsor or any other obligation or liability other than the Assumed Liabilities, whether known or unknown, disclosed or undisclosed, matured or unmatured, contingent or otherwise.
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Effect of Contribution. In exchange for QuantRx Initial Contribution (as defined in the LLC Agreement), (i) QuantRx shall become a Member in the Company pursuant to the terms of the LLC Agreement, (ii) QuantRx will receive the Membership Interest set forth in Section 5.3 of the LLC Agreement, and (iii) the Capital Account (as defined in the LLC Agreement) of QuantRx will be credited in accordance with Section 5.1 of the LLC Agreement.
Sample 1
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Effect of Contribution. Subject to the terms and conditions of this Contribution Agreement, from and after the Effective Date, the following effects of the Contribution shall occur:
Sample 1
Effect of Contribution. Upon the Closing (as defined in Section 3.1 below): (a) title in and to the CRS Shares shall pass to Newco which, as record and beneficial owner, shall be entitled to all rights, including voting rights, as the sole stockholder of CRS; (b) title to the Newco Shares shall pass to the Contributors which, as record and beneficial owners, shall be entitled to all rights, including voting rights, as the sole stockholder of Newco; (c) title in and to the AF Assets, subject to Lenders’ security interest pursuant to the Credit Obligation, and the Assumed Liabilities shall pass to Newco; and, (d) the Stockholders Agreement shall terminate and be of no further force or effect.
Sample 1

Related to Effect of Contribution

  • LIMITATION OF CONTRACTOR’S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement.

  • Limitation of Trust’s Liability The Sub-Advisor acknowledges that it has received notice of and accepts the limitations upon the Trust's liability set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under the Advisory Agreement) shall be limited in any event to the assets of the Fund and (ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the holders of shares of the Fund nor from any Trustee, officer, employee or agent of the Trust.

  • Effect of Non-Payment 51.22.1 If the billed Party does not pay all undisputed charges by the Bill Due Date, the billing Party may discontinue processing orders for services provided under this Agreement and may invoke the Default provisions of Section 6.6 on or after the tenth (10th) Day following the Bill Due Date provided the billing Party notifies the other Party in writing, via email or certified mail, at least five (5) Days prior to discontinuing the processing of orders. If the billing Party continues to accept additional orders for service(s) after the date specified in such notice, and the billed Party’s non-compliance continues, nothing contained herein shall preclude the billing Party from refusing to accept any or all additional orders for service(s) from the non-complying Party without further notice. For order processing to resume, the billed Party will be required to make full payment of all past and current undisputed charges under this Agreement. Additionally, the billing Party may require a deposit or assurance of payment

  • LIMITATION OF OUR LIABILITY We are not responsible or liable to you or any supplementary cardmember for: • any delay or failure by a merchant to accept the card, • goods and services you charge to your account, including any dispute with a merchant about goods and services charged to your account, • any costs, damages or expenses arising out of our failure to carry out our obligations under this agreement if that failure is caused by a third party or because of a systems failure, data processing failure, industrial dispute or other action outside our control, and • loss of profits or any incidental, indirect, consequential, punitive or special damages regardless of how they arise. For example, we will not be liable to you or any supplementary cardmember for any malfunction or failure of the card or refusal by a merchant to accept the card. Clause required under the Consumer Protection Act. (Open credit contract for the use of a credit card)

  • Effect of Consent (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected. If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder. (b) If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms. The Trustee may also place an appropriate notation on any Note thereafter authenticated. However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.

  • Indemnification with Respect to Prohibited Transactions or Loss of REMIC Status Upon the occurrence of an Adverse REMIC Event due to the negligent performance by either the Securities Administrator or the Master Servicer of its duties and obligations set forth herein, the Securities Administrator or the Master Servicer, as applicable, shall indemnify the Certificateholders of the related Residual Certificate against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that neither the Securities Administrator nor the Master Servicer shall be liable for any such Losses attributable to the action or inaction of the Depositor, the Trustee or the Holder of the Residual Certificate, nor for any such Losses resulting from misinformation provided by any of the foregoing parties on which the Securities Administrator or the Master Servicer, as applicable, has relied. Notwithstanding the foregoing, however, in no event shall the Securities Administrator or the Master Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement or under any Servicing Agreement, (2) for any Losses other than arising out of malfeasance, willful misconduct or negligent performance by the Securities Administrator or the Master Servicer, as applicable, of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders of the related Residual Certificate (in addition to payment of principal and interest on the Certificates).

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Limitation of County’s Liability Anything herein to the contrary notwithstanding, any financial obligation the County may incur hereunder, including for the payment of money, shall not be deemed to constitute a pecuniary liability or a debt or general obligation of the County; provided, however, that nothing herein shall prevent the Company from enforcing its rights hereunder by suit for mandamus or specific performance.

  • Effect of Withdrawal The Company shall not be dissolved by the dissolution or other event of withdrawal of a Member if any Member remains to carry on the business of the Company.

  • Compensation and Limitation of Liability of Trustees Compensation ------------ Section 1. The Trustees as such shall be entitled to reasonable ---------- compensation from the Trust; they may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking, underwriting, brokerage or other services and payment for the same by the Trust. Limitation of Liability ----------------------- Section 2. The Trustees shall not be responsible or liable in any event ---------- for any neglect or wrongdoing of any officer, agent, employee, adviser, sub- adviser, manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon.

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