The Contributions. (a) Subject to the terms and conditions hereinafter set forth, and on the basis of, in reliance upon and in consideration for the representations, warranties, covenants, agreements and closing conditions set forth herein, the applicable Parties shall take the actions described in this Section 2.1(a) or cause such actions to take place:
(i) TRUST’s Contribution to INC. TRUST shall contribute to INC as a capital contribution $11,520,000 in cash, and in exchange INC shall issue to TRUST 1,000,000 shares of Class B-1 Common Stock (“TRUST’s Contribution to INC”).
(ii) INC’s Contribution to LLC. Immediately following TRUST’s Contribution to INC, INC shall contribute $11,520,000 in cash as a capital contribution to LLC, and in exchange LLC shall issue to INC 1,000,000 LLC Class B Units (“INC’s Contribution to LLC”).
(iii) REIT’s Contribution to INC. Immediately following INC’s Contribution to LLC, REIT shall contribute $60,739,080 to INC as a capital contribution (“REIT’s Contribution”), which capital contribution shall be comprised of a number of newly-issued REIT Common Shares contributed at a price per REIT Common Share of $19.95 and, to the extent that amount of such REIT Common Shares would exceed one percent (1%) of the outstanding REIT Common Shares prior to such issuance or is otherwise limited to comply with the rules of the stock exchange on which the REIT Common Shares are listed, cash. In exchange for REIT’s Contribution, INC shall issue to REIT 5,272,787 shares of Class A Common Stock (“Subject Class A Shares”). The REIT Common Shares contributed to INC under this Section 2.1(a)(iii) are referred to herein as the “Subject REIT Shares” and the transactions provided for in this Section 2.1(a)(iii) are referred to herein as “REIT’s Contribution to INC”.
(iv) INC’s Purchase of LLC Class A Units. Immediately following REIT’s Contribution to INC, INC shall purchase from TRUST, and TRUST shall sell to INC, 5,272,787 LLC Class A Units owned by TRUST free and clear from all Encumbrances for $60,739,080 to be paid by: (1) the transfer by INC to TRUST of the Subject REIT Shares and any cash received in REIT’s Contribution to INC and (2) the issuance by INC to TRUST of 5,272,787 shares of Class B-2 Common Stock (“INC’s Purchase of LLC Class A Units”). For United States federal (and conforming state) income Tax purposes, the Parties agree that the consideration described in Section 2.1(a)(iv)(1) has a fair market value of $60,739,080, and shall perform such incom...
The Contributions. As of the Effective Time, the following transactions shall be completed in the order set forth below.
The Contributions. 3.1. During the Term, the Contributing Partners shall use reasonable endeavours to collect the Contributions and pay those Contributions to SBC on the Agreed Dates or, if not paid on the Agreed Dates, within fourteen (14) days of the Agreed Dates.
3.2. The Contributing Partners shall remit the Contributions to SBC by way of BACS payment or a telegraphic transfer for the attention of the Finance Department by quoting reference ‘SAC LA payments’. SBC shall acknowledge receipt in writing of each Contribution received within fourteen (14) days.
3.3. In the event that any or all of the Contributing Partners fail to pay the Contributions to SBC in accordance with clause 3.1, SBC shall refer the relevant details to the Board.
3.4. SBC will keep accurate books of account and financial records in relation to the deposit and expenditure of the Contributions in accordance with sound and prudent financial management.
3.5. SBC shall ensure that all Contributions received from the Contributing Partners are deposited in a high interest-bearing bank account until such time that the Contributions have been expended in accordance with the provisions of the DIPs and the terms of the Partnership Memorandum of Understanding.
3.6. At the beginning of each Financial Year, SBC shall provide and submit to the Contributing Partners:
(a) a written record of all Contributions received during the preceding Financial Year; and
(b) a written record of the expenditure of the Contributions during the preceding Financial Year.
The Contributions. 2.1 East Suffolk Council and Suffolk County Council6 shall each establish an interest-bearing account or accounts where those Contributions and/or other sums of money that are payable to them pursuant to this Deed shall be held and shall promptly, and in any event within [●] Working Days of the establishment of such account or accounts, notify the account details to SZC Co.
2.2 The Councils each covenant with SZC Co that they shall, on receipt of the Contributions or other amounts from SZC Co payable to them pursuant to this Deed, place the received sums of money in such notified account or accounts.
2.3 Interest accruing to the account or accounts in which the Contributions payable to the Councils pursuant to this Deed are held shall be retained in that account or accounts and shall only be applied in accordance with the provisions of this Deed for the same purposes as for the Contributions to which the interest relates.
The Contributions. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Time Warner shall (i) cause Time Warner Sub to contribute, assign, transfer, convey and deliver to Holdco or, if Holdco shall so direct, Delaware Sub I (the "Time Warner U.S. Contribution"), and Holdco, or, if Holdco shall so direct, Delaware Sub I shall accept from Time Warner Sub, all the right, title and interest of Time Warner Sub in, to and under (A) the general partnership interest in MCo held by Time Warner Sub (the "Time Warner MCo Partnership Interest") and (B) the general partnership interest in VCo held by Time Warner Sub (together with the Time Warner MCo Partnership Interest, the "Time Warner Partnership Interests"), in exchange for (x) the delivery to Time Warner Sub of 41,881,793 shares of Holdco Class B Common Stock and (y) the assumption by Holdco or, if Holdco shall so direct, Delaware Sub I of all of the liabilities, obligations and commitments of Time Warner Sub and Time Warner that relate to, or arise out of, the Time Warner Partnership Interests and (ii) cause Warner Music Group to contribute, assign, transfer, convey and deliver to Holdco, and Holdco shall accept from Warner Music Group, all the right, title and interest of Warner Music Group in, to and under the shares of capital stock of Time Warner Mexico (together with the Time Warner U.S. Contribution, the "Time Warner Contribution"), held by Warner Music Group (the "Time Warner Mexico Shares"), in exchange for (x) the delivery to Warner Music Group of 205,011 shares of Holdco Class B Common Stock and (y) the assumption by Holdco of all of the liabilities, obligations and commitments of Warner Music Group and Time Warner that relate to, or arise out of, the Time Warner Mexico Shares. The Time Warner Contribution, the related assumption of liabilities by Holdco or Delaware Sub I and Holdco and the issuance by Holdco of Holdco Class B Common Stock in connection therewith (the "Time Warner Contribution Share Issuance") are referred to in this Agreement collectively as the "Time Warner Contribution Transactions".
(b) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Sony shall (i) cause SMEI to contribute, assign, transfer, convey and deliver to Holdco or, if Holdco shall so direct, Delaware Sub II (the "Sony U.S. Contribution"), and Holdco or, if Holdco shall so direct, Delaware Sub II shall accept from SMEI, all the right, title and intere...
The Contributions. Contribution of KNOT Shuttle Tankers to the General Partner; Issuance of Units to KNOT 6 Section 2.2 Contribution of KNOT Shuttle Tankers to the Partnership 6
The Contributions. Effective as of and contingent upon the occurrence of the Closing, and on and subject to the terms and conditions of this Agreement, each Contributor shall contribute, convey, transfer, and assign to HCC Inc. the Exchange Units set forth opposite such Contributor’s name on Schedule A hereto and, in exchange, HCC Inc. shall issue to each Contributor the number of shares of the HCC Stock set forth opposite each Contributor’s name on Schedule A hereto.
The Contributions. 3.1 The Developer undertakes to pay the Contributions, prior to the issue of the Planning Permission and this sum shall be utilised by the Council for the [INSERT PURPOSE].
3.2 In the event that the Council does not use the Contributions, or any part thereof, for the use specified within the period of 7 years from the Development Commencement Date, the Council will reimburse the Developer or its nominee of the unspent element of the Contributions, together with interest thereon from the date of payment, calculated on a compound basis annually.
The Contributions. 2.1 1. 1East Suffolk Council and the Suffolk County Council6 shall each establish an interest- bearing account or accounts where those Contributions and/or other sums of money that are payable to them pursuant to this Deed shall be held and shall promptly , and in any event within [●] Working Days of the establishment of such account or accounts, notify the account details to SZC Co.
2.2 1. 2The Councils each covenant with SZC Co that they shall , on receipt of the Contributions or other amounts from SZC Co payable to them pursuant to this Deed, place the received sums of money in such notified account or accounts.
