The Contribution Agreement Sample Clauses
The Contribution Agreement clause defines the terms under which parties agree to contribute assets, services, or resources to a joint venture, partnership, or collaborative project. It typically outlines what each party is expected to provide, the timing and method of contributions, and any conditions or representations related to those contributions. For example, one party may contribute intellectual property while another provides funding or equipment. This clause ensures that all parties have a clear understanding of their obligations, reducing the risk of disputes and facilitating smooth cooperation throughout the project.
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The Contribution Agreement. The Parties agree to enter into an annual Contribution Agreement which will set out: • any Cabinet direction received with respect to the ONTC including any Directions where appropriate; • the approved annual operating subsidy, capital funding, service levels and performance measures for the Prescribed Services as needed; and • any changes as may be required in the Business Plan and Capital Plan to reflect direction of the Province.
The Contribution Agreement. This Assignment is made pursuant and subject to all of the terms and conditions of the Contribution Agreement. Except as otherwise provided in the Contribution Agreement, said terms and provisions shall survive the execution and delivery of this Assignment and shall not be merged therein. All terms and conditions of the Contribution Agreement are hereby incorporated in this Assignment by reference and made a part hereof for all purposes.
The Contribution Agreement. If Buyer elects not to purchase the CRM Interest: (i) the Purchase Price shall be reduced to Shares representing an aggregate value of Seven Hundred Fifty Thousand Dollars ($750,000.00); (ii) the amount set forth in Section 9.7 below shall be changed to Twenty Thousand Dollars ($20,000.00); and (iii) this Agreement shall otherwise continue in full force and effect.
The Contribution Agreement. The Contribution Agreement shall have been duly authorized, executed and delivered by each Guarantor.
The Contribution Agreement. This Agreement is subject in all respects to the terms of the Contribution Agreement, and all of the representations, warranties, covenants and agreements contained in the Contribution Agreement, all of which shall survive the execution and delivery of this Agreement in accordance with the terms of the Contribution Agreement. Nothing contained in this Agreement shall be deemed to supersede, enlarge on or modify any of the obligations, agreements, covenants, or warranties of the Parties contained in the Contribution Agreement.
The Contribution Agreement. (a) Nothing contained in this ▇▇▇▇ of Sale shall be deemed to enlarge, diminish or otherwise affect any of the rights, obligations, covenants, agreements, representations or warranties of the Parties contained in the Contribution Agreement.
(b) Without limiting the generality of the foregoing (and as provided in the Contribution Agreement), BickOpCo and BickHoldCo ("TRANSFEREES") hereby acknowledge and agree that they are receiving the Subject Business, Included Assets and Included Liabilities from ELXSI and BickHoldCo (respectively; and such Parties in their capacity as the transferors of the Included Assets and Included Liabilities, "TRANSFERORS") without representation or warranty and subject to such liens, security interests, mortgages, pledges, covenants, easements, encumbrances, defects in title, agreements and claims and rights of third parties as may exist thereon. Accordingly, each Transferee hereby acknowledges and agrees that, as between such Party and its Transferor, and notwithstanding anything to the contrary set forth in any Transfer Instrument:
(1) THE SUBJECT BUSINESS, INCLUDED ASSETS AND INCLUDED LIABILITIES ARE BEING CONTRIBUTED, TRANSFERRED, GRANTED, CONVEYED, DELIVERED, ASSIGNED, DELEGATED TO, AND ASSUMED BY, SUCH PARTY ON AN "AS IS, WHERE IS" BASIS; EXHIBIT A-PAGE 8 (to Contribution Agreement)
(2) NEITHER TRANSFEROR MAKES ANY GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT BUSINESS, INCLUDED ASSETS OR INCLUDED LIABILITIES; AND
(3) EACH TRANSFEROR DISCLAIMS AND EXCLUDES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ALL OTHER WARRANTIES, OBLIGATIONS, LIABILITIES, RIGHTS AND REMEDIES, EXPRESS, IMPLIED OR ARISING UNDER LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.