Formation and Contribution Sample Clauses

Formation and Contribution. On or prior to the Closing (as hereinafter defined), Amyris shall form or shall have formed the Company as a limited liability company under the law of the State of Delaware, USA and shall contribute or shall have contributed the Neossance Business (as hereinafter defined), free and clear of any Encumbrances, to the Company in exchange for 100 membership units of the Company (“Shares”). Documents showing the formation is attached hereto as Annex 1.1 and documents showing the contribution shall be delivered on or prior to the Closing.
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Formation and Contribution. Seller will, before Closing, form the Company as a newly-formed wholly-owned subsidiary of Seller with an entity name selected by Buyer and provided to Seller prior to its formation (but in no event provided later than 10 Business Days before the Closing Date), and such name subject to Seller’s approval, not to be unreasonably withheld. At its formation, the Company will have no assets or liabilities of any kind or character. Prior to Closing, Seller will (and will cause the Company and its other applicable subsidiaries to) execute and deliver the Assignment and Assumption Agreement pursuant to which Seller will assign the Assets (and only the Assets) to the Company and the Company will assume only the liabilities and obligations set forth in such Assignment and Assumption Agreement.
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Formation and Contribution. 2 2.1 Formation of the Joint Venture.................................................................2 2.2
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Formation and Contribution. (a) Upon the terms and subject to the conditions contained herein, the parties shall form the Partnership upon the terms and conditions set forth in the Partnership Agreement and, at Closing, (a) KBLP shall contribute to the capital of the Partnership all of KBLP's right, title and interest in and to the Property, free and clear of all Liens other than the Permitted Exceptions, and (b) each Sonesta Partner shall contribute to the capital of the Partnership cash in the amount set forth opposite its name on Schedule 2.1. The parties agree that, at Closing, the Gross Asset Value of the Property less the principal amount of the Existing Indebtedness shall be deemed to be $1.00. FSC shall be the general partner of the Partnership. KBLP's rights to distributions under the Partnership Agreement upon the occurrence of a Realization Event (as defined in the Partnership Agreement) or in the event of a liquidation or dissolution shall be to receive the KBLP Distribution.
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Formation and Contribution. 1 Section 2.2. Closing.....................................................................11 Section 2.3.
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Formation and Contribution. Subject to the terms and conditions of this Formation Agreement, (i) WECC and Global shall form Limited, (ii) Limited, WECC and Global shall form the Partnership, (iii) WECC and Global shall contribute or transfer their respective gas compression assets to the Partnership in exchange for Partnership Interests and agree to make certain cash payments to fund the purchase of certain of the assets of the Transferring Weatherford Entities and GE Capital (Thailand) and Global's Canadian Assets, (iv) Weatherford shall cause the Transferring Weatherford Entities and GE Capital shall cause GE Capital (Thailand) to transfer certain of their assets to the Partnership as provided in this Article II, and (v) the other transactions contemplated by this Formation Agreement shall be effected as follows:
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Formation and Contribution 
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Related to Formation and Contribution

  • Indemnification and Contribution (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus, the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such indemnified party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability that the Company may otherwise have.

  • The Contribution 4.1 The Minister will make a non-repayable Contribution to the Recipient in respect of the Project in an amount not exceeding the lesser of (a) and (b) as follows:

  • Subrogation and Contribution Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • 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

  • Payments and Contributions Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters.

  • 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.

  • 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.

  • Indemnity and Contribution (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

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

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