WAIVER AND CONTRIBUTIONS Sample Clauses

WAIVER AND CONTRIBUTIONS. Contributor understands that (i) the Units to be issued pursuant to the Consolidation have not been registered under the Securities Act and (ii) the failure to register such Units could result in Contributor being granted certain rights under the Federal securities laws, including a right to rescind Contributor's consent to the Consolidation. For the benefit of Operating Partnership, and in consideration of Operating Partnership's consummating the Consolidation, Contributor (x) hereby waives any and all rights he or she now has or may hereafter be granted to rescind his or her consent to the Consolidation on the basis that the Units issued in connection with the Consolidation were not registered (the "Waiver") and (y) agrees that if the Waiver is deemed void or unenforceable for any reason, including, without limitation, under Section 14 of the Securities Act, the entire beneficial interest in all property and amounts received by Contributor in any action to rescind the Consolidation (regardless of whether such action was initiated by Contributor) or otherwise received by Contributor as damages for failure to register the Units under the Securities Act, shall be promptly paid over and contributed by Contributor to Operating Partnership, for no additional consideration from Operating Partnership, other than the Units originally issued pursuant to the Consolidation. Whenever the context shall require, all words in the male, female or neuter gender shall be deemed to include the other genders, all singular words shall include the plural, and all plural words shall include the singular. All representations, covenants and agreements of Contributor set forth in this Agreement shall survive the consummation of the Consolidation contemplated by the Memorandum.
Sample 1
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Related to WAIVER AND CONTRIBUTIONS

  • Payments and Contributions Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters.

  • Initial Contributions In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $10.10 for an interest in the Partnership and was admitted as the general partner of the Partnership, and the Initial Limited Partner made an initial Capital Contribution to the Partnership in the amount of $989.90 for an interest in the Partnership and was admitted as a limited partner of the Partnership.

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

  • Initial Contribution The capital contributions to be made by the Member and with which the Company shall begin business are as follows: Member Name Contribution Membership Interest Century Land Holdings, LLC $ 1,000.00 100 %

  • Catch-Up Contributions Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

  • Other Contributions If elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the Employer will credit the Participant’s Account with a contribution determined in accordance with the formula or method specified in Section 5.01(b) of the Adoption Agreement. The contribution will be treated as allocated to the Participant’s Account at the time specified in Section 5.01(b)(iii) of the Adoption Agreement.

  • ALLOCATION OF CONTRIBUTIONS If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right to cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right to cancel period, the Owner may change the allocations to the Sub-Accounts. Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

  • Return of Contributions The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • DEFERRAL CONTRIBUTIONS The Advisory Committee will allocate to each Participant's Deferral Contributions Account the amount of Deferral Contributions the Employer makes to the Trust on behalf of the Participant. The Advisory Committee will make this allocation as of the last day of each Plan Year unless, in Adoption Agreement Section 3.04, the Employer elects more frequent allocation dates for salary reduction contributions.

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