Examples of Contribution and Exchange in a sentence
This Agreement (including the exhibits and annexes hereto), the Company Disclosure Schedule, the Note Purchase Agreement, the Contribution and Exchange Agreement and the Confidentiality Agreement constitute the entire agreement and supersede all prior or contemporaneous agreements, negotiations, correspondence, undertakings, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.
Any matter not resolved by negotiation shall be submitted to binding arbitration and such arbitration shall be governed by the terms of Article XII of the Contribution and Exchange Agreement, which, as it applies to the parties hereto, is incorporated herein by reference in its entirety; provided, however, that nothing contained in this Section 8.6 shall prevent either party hereto from pursuing any right or remedy afforded it under Section 7.7 hereof.
Subject to the Contribution and Exchange Agreement and the Operating Principles, tax audits, controversies and litigations shall be conducted under the direction of the Tax Matters Partner or Partnership Representative, as applicable.
Subject to the Contribution and Exchange Agreement and the Operating Principles, the Tax Matters Partner or Partnership Representative, as applicable, shall keep the other Partners reasonably informed as to any tax actions, examinations or proceedings relating to the Partnership and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership.
In no event, however, shall this Section 7.5 be construed as enabling Practice to repurchase any assets acquired from Practice pursuant to the Contribution and Exchange Agreement, which relate directly or indirectly to the ASC Assets.
After giving effect to the reclassification and issuances described in clause (ii) above and the Reorganization, each of the Pre-IPO Holders owns a number of LLC Units calculated as set forth in the Recapitalization Agreement and the Contribution and Exchange Agreements.
Any matter not resolved by negotiation shall be submitted to binding arbitration and such arbitration shall be governed by the terms of Article X of the Contribution and Exchange Agreement, which, as it applies to the parties hereto, is incorporated herein by reference in its entirety; provided, however, that nothing contained in this Section 8.6 shall prevent either party hereto from pursuing any right or remedy afforded it under Section 7.7 hereof.
Concurrent with the execution of this Agreement, each Limited Partner, pursuant to the Contribution and Exchange Agreement, shall contribute to the Partnership, directly or indirectly, as its initial Capital Contribution, all of such Limited Partner's right, title and interest in and to the Properties.
The term "Minimum Number" shall mean the lesser of (i) 50% of the initial number of shares of Restricted Stock issued pursuant to the Contribution and Exchange Agreement (as adjusted for any stock splits, stock combinations, stock dividends or recapitalizations that are effected after the Initial Public Offering) or (ii) 100% of the number of shares of Restricted Stock then beneficially owned by all of the Holders in the aggregate.
Where applicable and except as otherwise expressly provided herein, terms used herein (whether or not capitalized) shall have the respective meanings assigned to them in the Uniform Commercial Code as in effect in the State of New York on the date of the Stock Contribution and Exchange Agreement (the "Code").