Joinder to Contribution Agreement Sample Clauses

Joinder to Contribution Agreement. The New Subsidiary hereby agrees that it is a “Subsidiary Guarantor” under that certain Contribution Agreement dated as of September 10, 2007 (as amended, supplemented, restated or otherwise modified from time to time, the “Contribution Agreement”), made by the Borrower and the other Persons party thereto and assumes all obligations, representations, warranties covenants, terms, conditions, duties and waivers of a “Subsidiary Guarantor” thereunder, all as if the New Subsidiary had been an original signatory to the Contribution Agreement. Without limiting the generality of the foregoing, the New Subsidiary hereby agrees to be bound by each of the covenants contained in the Contribution Agreement, and consents and agrees to each provision set forth in the Contribution Agreement.
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Joinder to Contribution Agreement. In accordance with Section 14 of the Contribution Agreement, New Guarantor by its signature below becomes a Guarantor under the Contribution Agreement with the same force and effect as if originally named therein as a Guarantor, and New Guarantor hereby agrees to all the terms and provisions of the Contribution Agreement applicable to it as a Guarantor thereunder. Each reference to a "Guarantor" in the Contribution Agreement shall be deemed to include New Guarantor. The Contribution Agreement is hereby incorporated herein by reference.
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Joinder to Contribution Agreement. In accordance with Section 22 of the Security Agreement, New Subsidiary by its signature below becomes a Subsidiary under the Security Agreement with the same force and effect as if originally named therein as a Subsidiary, and New Subsidiary hereby agrees to all the terms and provisions of the Security Agreement applicable to it as a Subsidiary thereunder. Each reference to a "Subsidiary" in the Security Agreement shall be deemed to include New Subsidiary. The Security Agreement is hereby incorporated herein by reference.
Sample 1
Joinder to Contribution Agreement. Also by execution of this Joinder, Joining Guarantor agrees and acknowledges that Joining Guarantor has become a party to the Contribution Agreement and is obligated thereunder as a Contributor to the same extent as if Joining Guarantor had executed the Contribution Agreement itself.
Sample 1
Joinder to Contribution Agreement. By its execution of this Agreement, the Additional Borrower hereby agrees that from and after the Amendment Effective Date (i) it shall be an Obligor under the Contribution Agreement as if it were a signatory thereto, and (ii) it shall comply with and be subject to all the terms, conditions, covenants, agreements and obligations set forth therein. The Additional Borrower hereby agrees that each reference to an “Obligor” or the “Obligors” in the Contribution Agreement shall include the Additional Borrower. The Additional Borrower acknowledges that it has received a copy of the Contribution Agreement and that it has read and understands the terms thereof.
Sample 1
Joinder to Contribution Agreement. By this Joinder Agreement, each Joining Party hereby becomes a "Subsidiary Guarantor" and a "Contributing Party" under the Contribution Agreement with respect to all of the obligations of a "Subsidiary Guarantor" or "Contributing Party" thereunder, whether now or hereafter incurred. Each Joining Party hereby agrees that such Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a "Subsidiary Guarantor" and a "Contributing Party" under the Contribution Agreement.
Sample 1

Related to Joinder to Contribution Agreement

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Designation Agreement Section 6045(e) of the United States Internal Revenue Code and the regulations promulgated thereunder (herein collectively called the “Reporting Requirements”) require an information return to be made to the United States Internal Revenue Service, and a statement to be furnished to Seller, in connection with the Transaction. Escrow Agent is either (x) the person responsible for closing the Transaction (as described in the Reporting Requirements) or (y) the disbursing title or escrow company that is most significant in terms of gross proceeds disbursed in connection with the Transaction (as described in the Reporting Requirements). Accordingly:

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT.

  • Joinder to the Tax Receivable Agreement Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned hereby is and hereafter will be a Member under the Tax Receivable Agreement and a Party thereto, with all the rights, privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.

  • Transition Agreement On the Closing Date, Seller and Buyer shall execute the Transition Services Agreement, attached as Exhibit F to this Agreement, in which Seller shall agree to provide transition services to Buyer with respect to the Assets.

  • Binding Agreement; Assignment This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Binding Agreement; Benefit The provisions of this Agreement will be binding upon, and will inure to the benefit of, the respective heirs, legal representatives and successors of the parties hereto.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

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