First Contribution Sample Clauses

First Contribution. (i) Kxxxxxxx-Xxxxx shall cause Kxxxxxxx-Xxxxx Global Sales, Inc., a Delaware corporation (“KCGS”), to contribute to Neenah Paper Sales, Inc., a Delaware corporation (“NP Sales”), as an additional contribution to capital without the issuance of additional shares of capital stock, all of KCGS’ right, title and interest in and to the Transferred Assets used primarily in the sale and marketing of the Paper Products (the “NP Sales Transferred Assets”). (ii) In consideration for and simultaneous with the consummation of the transactions described in Section 2.5(a)(i), Neenah shall cause NP Sales to assume on a joint and several basis with Neenah, and to discharge in accordance with their respective terms, all of the Assumed Liabilities arising out of the ownership or use of the NP Sales Transferred Assets (the “NP Sales Assumed Liabilities”).
Sample 1
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First Contribution. On and subject to the terms and conditions hereof, each Holdings Contributor does hereby assign, sell, convey, deliver and transfer to BCE Aggregator, and BCE Aggregator, does hereby assume, accept and purchase from each Holdings Contributor, such Holdings Contributor’s entire right, title and interest in and to any and all Existing Mach Units held by such Holdings Contributor, as provided on Exhibit A, and any and all income, distributions, value, rights, benefits and privileges associated therewith or deriving therefrom, free and clear of all Liens (other than restrictions arising from the governance documents of Mach I or Mach II, as applicable or arising under federal or state securities laws), and in exchange therefor, BCE Aggregator does hereby issue each Holdings Contributor the number of BCE Aggregator Units as set forth on Exhibit A (the “First Contribution”).
Sample 1Sample 2
First Contribution. Effective as of the date hereof, (a) Ganzi hereby unconditionally and irrevocably assigns and contributes (x) 00.000000 of his Class A Units to the Ganzi Trust and (y) the remainder of his Class A Units to MCG Analog in respect of his membership interest in MCG Analog and (b) Xxxxxxx unconditionally and irrevocably assigns and contributes 100% of his Class A Units to BJJ Analog in respect of his membership interest in BJJ Analog, in each case, together with all of their respective right, title and interest in and to such Class A Units so assigned and contributed. Each of MCG Analog, the Ganzi Trust, and BJJ Analog hereby accepts the Class A Units assigned and contributed to it pursuant to this Section 1, and assumes all of Ganzi’s and Xxxxxx’x respective obligations with respect to such Class A Units arising under the DCR Holdings LPA from and after the date hereof.
Sample 1
First Contribution. Each Investor agrees to (i) contribute, transfer and assign to EH Aggregator, free and clear of all Liens, other than transfer restrictions of general applicability arising under the Securities Act of 1933 (the “Securities Act”) and other applicable securities Laws, such Investor’s Contributed EH Shares (the “First Contribution”) in exchange for (x) the EH Aggregator Interests plus (y) the right to receive the Per Share Additional Merger Consideration in respect of each Contributed EH Share if and when payable in accordance with the terms and conditions of the Transaction Agreement, and (ii) deliver to EH Aggregator any documents and instruments as reasonably may be necessary or appropriate to vest in EH Aggregator good and marketable title in and to the Contributed EH Shares free and clear of all free and clear of all Liens, other than transfer restrictions under the EH Aggregator LLC Agreement or of general applicability arising under the Securities Act and other applicable securities Laws. Effective as of the consummation of the First Contribution, Parent shall withdraw as a member of EH Aggregator.
Sample 1
First Contribution. HPP will deliver to SDSP a written notice (the “Contribution Notice”) setting forth: (A) the capital contribution amount required to be contributed by SDSP to HPP, which will not be less than Thirty Five Million and No/Dollars ($35.0 Million), or other amount agreed by the parties (the “First Funding Contribution”); (B) the date by which the First Funding Contribution is to be funded (which date will be no earlier than 10 days after delivery of the Contribution Notice (such date, the “First Funding Date”); and (C) the depositary institution and account of HPP into which the First Funding Contribution is to be made.
Sample 1
First Contribution 
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Related to First Contribution

  • Retirement Contribution 1. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay its cost of the 6.5% or 7.5% retirement contribution for employees in the bargaining unit who are covered under special Law Enforcement retirement plans. 2. The State shall, as permitted by 5 M.R.S.A. §17702 §§s5 and 6, pay the cost of the 6.5% or 7.5% retirement contribution for employees in the following classifications.

  • Retirement Contributions On behalf of employees, the State will continue to “pick up” the six percent (6%) employee contribution, payable pursuant to law. The parties acknowledge that various challenges have been filed that contest the lawfulness, including the constitutionality, of various aspects of PERS reform legislation enacted by the 2003 Legislative Assembly, including Chapters 67 (HB 2003) and 68 (HB 2004) of Oregon Laws 2003 (“PERS Litigation”). Nothing in this Agreement shall constitute a waiver of any party’s rights, claims or defenses with respect to the PERS Litigation.

  • Defined Contribution Plan The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution

  • 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.

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

  • 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.

  • 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.

  • Investment of Contributions At the direction of the Depositor (or the direction of the beneficiary upon the Depositor's death), the Custodian shall invest all contributions to the account and earnings thereon in investments acceptable to the Custodian, which may include marketable securities traded on a recognized exchange or "over the counter" (excluding any securities issued by the Custodian), covered call options, certificates of deposit, and other investments to which the Custodian consents, in such amounts as are specifically selected and specified by the Depositor in orders to the Custodian in such form as may be acceptable to the Custodian, without any duty to diversify and without regard to whether such property is authorized by the laws of any jurisdiction as a trust investment. The Custodian shall be responsible for the execution of such orders and for maintaining adequate records thereof. However, if any such orders are not received as required, or, if received, are unclear in the opinion of the Custodian, all or a portion of the contribution may be held uninvested without liability for loss of income or appreciation, and without liability for interest pending receipt of such orders or clarification, or the contribution may be returned. The Custodian may, but need not, establish programs under which cash deposits in excess of a minimum set by it will be periodically and automatically invested in interest-bearing investment funds. The Custodian shall have no duty other than to follow the written investment directions of the Depositor, and shall be under no duty to question said instructions and shall not be liable for any investment losses sustained by the Depositor.

  • No Contribution Each Designated Shareholder waives, and acknowledges and agrees that he shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which he may become subject under or in connection with this Agreement or the Designated Shareholders' Closing Certificate.

  • 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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