Local Contribution or Sale Agreements Sample Clauses

Local Contribution or Sale Agreements. The contribution or, as the case may be, sale and transfer of the Transferred Business Assets shall, subject to the fulfillment or waiver of the Closing Conditions as set forth in Section 6.1 of the Master Formation Agreement, be effected by consummation of Local Contribution or Sale Agreements as provided for in Section 5.1 with effect as of the Closing Date. In case that the execution of a Local Contribution or Sale Agreement will in accordance with Section 6.13 of the Master Formation Agreement be deferred on the Closing Date, the contribution or, as the case may be, sale and transfer of the respective local Ashland Transferred Business Assets or the respective local SC Transferred Business Assets, as the case may be, shall be made with effect as of the respective Local Closing Date. In such case all related provisions contained in ARTICLE VI concerning the Transferred Assets, the Assumed Liabilities, the Assumed Agreements and the 34 Carve-Out Employees as well as the Licensed Intellectual Property Rights and in ARTICLE VI concerning the Ashland Warranties and the SC Warranties shall, with respect to the affected local Ashland Transferred Business Assets or the affected local SC Transferred Business Assets only, be read and understood in a way that the term "Closing Date" shall be deemed to have been replaced by the term "Local Closing Date". Section 4.2
Sample 1
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Related to Local Contribution or Sale Agreements

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

  • Co-Sale Agreement The Co-Sale Agreement substantially in the form attached hereto as Exhibit D shall have been executed and delivered by the parties thereto.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

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