New Par Contribution Date Sample Clauses

New Par Contribution Date. (a) If and when ATI shall acquire, directly or indirectly, all of the New Par Assets, ATI shall transfer, or cause to be transferred, to WMC at the earliest practicable time thereafter, but in no event earlier than the Phase II Closing Date, its entire right, title, and interest in and to the New Par Assets and the Scheduled New Par Related Asset (as defined in the WMC Agreement) free and clear of all indebtedness for borrowed money or Liens (other than Permitted Liabilities). (b) The obligation of ATI to transfer, or cause to be transferred, to WMC the New Par Assets and the Scheduled New Par Related Asset is conditioned on: (i) Receipt by ATI of all Authorizations required to be obtained with respect thereto, which may include certain of those identified in SCHEDULES 2.2(d)(iv)(A) and 2.2(d)(iv)(B); and (ii) No preliminary or permanent injunction or other order, decree, or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, nor any statute, rule, regulation or executive order promulgated or enacted by any Governmental Body shall be in effect that would make the consummation of the New Par Contribution Date illegal or would impose any material limitation on the consummation of the New Par Contribution Date or on the Phase II operations of WMC or otherwise restrain, enjoin or prevent the consummation of the New Par Contribution Date. (c) On or before the New Par Contribution Date, ATI shall deliver the following: (i) A certificate, executed on its behalf by an authorized officer, to the effect that: (A) ATI has good legal title to, and beneficial ownership of, the New Par Assets and the Scheduled New Par Related Asset free and clear of all Liens, restrictions, equities, options, and claims, and (B) the transfer of the New Par Assets and the Scheduled New Par Related Asset has been duly authorized by all necessary corporate or partnership action on the part of ATI. 109 (ii) ATI shall cause to be executed and delivered to WMC any and all instruments required or advisable to vest in WMC all right, title, and interest in and to the New Par Assets and the Scheduled New Par Related Asset. (iii) WMC shall assume all Permitted Liabilities associated with the New Par Assets and the Scheduled New Par Related Asset contributed to WMC at the New Par Contribution Date and all other liabilities and obligations associated with the New Par Assets and the Scheduled New Par Related Assets contributed to...
Sample 1
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New Par Contribution Date. On the New Par Contribution Date, the ATI Group shall contribute to the capital of the Partnership the New Par Assets and the Scheduled New Par Related Asset required to be contributed by it pursuant to Section 6.5 of the Organization Agreement.
Sample 1

Related to New Par Contribution Date

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

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04. PART I. [OPTIONS (a) THROUGH (d)].

  • 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.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • 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.

  • Contribution Amounts The Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8.7. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

  • 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

  • City Contribution The City agrees to maintain health and dental benefits at present levels for the life of the Agreement.

  • 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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