Sufficiency of the Contribution Agreement Sample Clauses

Sufficiency of the Contribution Agreement. The Contribution Agreement will be legally sufficient to transfer or convey to the Partnership a 100% ownership interest in PVR GP and the PVR Common Units and Subordinated Units owned by GP Corp, LP Corp and Kanawha, as contemplated by the most recent Preliminary Prospectus, subject to the conditions, reservations and limitations contained in the Contribution Agreement and those set forth in the most recent Preliminary Prospectus.
Sample 1
AutoNDA by SimpleDocs
Sufficiency of the Contribution Agreement. The Contribution Agreement will be legally sufficient to transfer or convey to the Partnership all equity interests in ARLP as contemplated by the most recent Preliminary Prospectus and the Prospectus, subject to the conditions, reservations and limitations contained in the Contribution Agreement and those set forth in the most recent Preliminary Prospectus and the Prospectus.
Sample 1Sample 2
Sufficiency of the Contribution Agreement. The Contribution Agreement, together with the transactions contemplated thereby, is legally sufficient to transfer or convey to the Partnership Entities party thereto satisfactory title or valid rights to the Subject Interest and to any additional general partner interest in SNG transferred or conveyed pursuant to any exercise of the SNG Option, as contemplated by the Time of Sale Prospectus and the Prospectus, subject to the conditions, reservations, encumbrances and limitations described therein or contained in the Contribution Agreement.
Sample 1
Sufficiency of the Contribution Agreement. The Contribution Agreement will be legally sufficient to transfer or convey to the Partnership and its subsidiaries satisfactory title to, or valid rights to use or manage, all properties not already held by them that are, individually or in the aggregate, required to enable the Partnership and its subsidiaries to conduct their operations in all material respects as contemplated by the Disclosure Package and the Prospectus, subject to the conditions, reservations, encumbrances and limitations described therein or contained in the Contribution Agreement. The Partnership and its subsidiaries, upon execution and delivery of the Transaction Documents, will succeed in all material respects to the business, assets, properties, liabilities and operations reflected in the pro forma financial statements of the Partnership.
Sample 1
Sufficiency of the Contribution Agreement. The Contribution Agreement will be legally sufficient to transfer or convey to the Partnership all interests in APL GP as contemplated by the most recent Preliminary Prospectus and the Prospectus, subject to the conditions, reservations and limitations contained in the Contribution Agreement and those set forth in the most recent Preliminary Prospectus and the Prospectus.
Sample 1
Sufficiency of the Contribution Agreement. The Contribution Agreement (including any related assignments, bills of sale, conveyances and similar transfer documents in connection with the Transactions) will be legally sufficient to transfer or convey, directly or indirectly, all of the equity interests in the Operating Subsidiaries to the Partnership and all of the right, title and interest of the transferor stated therein and to the ownership interests, assets and rights purported to be transferred thereby, as contemplated by the Registration Statement, the most recent Preliminary Prospectus and the Prospectus, subject to the conditions, reservations, encumbrances and limitations described therein or contained in the Contribution Agreement. Except as described in the Registration Statement and the most recent Preliminary Prospectus, upon the execution and delivery of the Contribution Agreement and the consummation of the transactions contemplated thereby, the Partnership will directly or indirectly succeed in all material respects to the businesses, assets, properties, liabilities and operations reflected in the pro forma financial statements of the Partnership included in the Registration Statement, the most recent Preliminary Prospectus.
Sample 1
Sufficiency of the Contribution Agreement. The Contribution Agreement will be legally sufficient to transfer or convey to the Company all of the issued and outstanding membership interests in Vxxxxx XX, subject to the conditions, reservations and limitations contained in the Contribution Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Sufficiency of the Contribution Agreement

  • Sufficiency of Funds Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

  • Trust Fund Waiver Acknowledgment The Company hereby agrees that it will not commence its due diligence investigation of any operating business which the Company seeks to acquire ("Target Business") or obtain the services of any vendor unless and until such Target Business or vendor acknowledges in writing, whether through a letter of intent, memorandum of understanding or other similar document (and subsequently acknowledges the same in any definitive document replacing any of the foregoing), that (a) it has read the Prospectus and understands that the Company has established the Trust Fund, initially in an amount of $45,050,000 for the benefit of the public stockholders and that the Company may disburse monies from the Trust Fund only (i) to the public stockholders in the event they elect to convert their IPO Shares (as defined below in Section 8.8), (ii) to the public stockholders upon the liquidation of the Company if the Company fails to consummate a Business Combination or (iii) to the Company after, or concurrently with, the consummation of a Business Combination and (b) for and in consideration of the Company (1) agreeing to evaluate such Target Business for purposes of consummating a Business Combination with it or (2) agreeing to engage the services of the vendor, as the case may be, such Target Business or vendor agrees that it does not have any right, title, interest or claim of any kind in or to any monies in the Trust Fund ("Claim") and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Sufficiency of Consideration Executive hereby acknowledges and agrees that Executive has received good and sufficient consideration for every promise, duty, release, obligation, agreement and right contained in this Release.

  • Benefits of Agreement; Assignment The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, representatives, heirs and estate, as applicable. This Agreement shall not be assignable by ALPS without the express written consent of the Trust. Any purported assignment in violation of the immediately preceding sentence shall be void and of no effect.

  • Servicing Agreement General Summary The Sellers and the Purchasers intend this Agreement to amend and restate that certain “Servicing Agreement,” dated March 23, 2021, for purposes of the Purchase Agreement and wish to set forth herein the terms upon which each Purchaser will, to the fullest extent permitted by applicable Law and the applicable Corporate Trust Contract, and subject to the applicable provisions of this Agreement, assume the responsibility (as agent of the applicable Seller) to supervise, manage, administer and otherwise discharge the duties of the applicable Seller in a Corporate Trust Capacity under (a) any Restricted Appointment and (b) any Excluded Appointment (collectively, the “Serviced Appointments”), and the Purchasers will discharge and perform when due, and indemnify the Sellers for, the Assumed Servicing Liabilities.

  • 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.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Benefit of Agreement; Assignment (a) This Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by, the parties hereto and their respective personal representatives, successors and assigns, except that the parties hereto may not transfer or assign any of their respective rights or obligations hereunder without the prior written consent of the other parties.

  • Benefit of Agreement Assignments (a) This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Credit Parties may assign or transfer any of its interests and obligations without prior written consent of the Lenders; provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 11.3.

Time is Money Join Law Insider Premium to draft better contracts faster.