Contribution and Exchange Agreement definition

Contribution and Exchange Agreement means, the Contribution and Exchange Agreement, dated as of May 29, 2023, by and among Parent and the shareholders set forth therein.

Contribution and Exchange Agreement has the meaning set forth in the recitals.

Contribution and Exchange Agreement shall have the meaning assigned to such term in the Recitals set forth above.

Examples of Contribution and Exchange Agreement 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.

• 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.

• 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.

• 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.

More Definitions of Contribution and Exchange Agreement

Contribution and Exchange Agreement means the Contribution and Exchange Agreement, dated as of August 3, 2014, by and among the Transferor, Management Holdings, the ISI Partners, the Holding Partners, the Founder, the Partnership, the General Partner and the Holders’ Representative. “Control” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

Contribution and Exchange Agreement means that certain Contribution and Exchange Agreement, dated as of December 29, 2016, by and among the Company, Sunoco R&M, Sun Atlantic Refining and Marketing Company, a Delaware corporation, Sun Atlantic Refining and Marketing B.V., Inc., a Delaware corporation, Atlantic Refining, Sun-Del Pipeline LLC, a Delaware limited liability company, Sun Pipe Line, ETP Holdco, SUG and the Partnership.

Contribution and Exchange Agreement means that certain Contribution and Exchange Agreement dated as of March 31, 2011, entered into by and among CT, CT Legacy Holdings, the Issuer, CT Legacy REIT Mezz Borrower, JSN Restructure Vehicle 1 Ltd., Taberna Preferred Funding VIII, Ltd. and Taberna Preferred Funding IX, Ltd.

Contribution and Exchange Agreement means that certain Contribution and Exchange Agreement, in form and substance reasonably satisfactory to WCAS IX, to be entered into between Xxxxxxx, WCAS IX and the other parties thereto.

Contribution and Exchange Agreement means the contribution and exchange agreement dated April 21, 2020 between Dixie and BRB.

Contribution and Exchange Agreement has the meaning specified in Section 10.11.

Contribution and Exchange Agreement means that certain Contribution and Exchange Agreement, dated as of the date hereof, by and among Parent, Silver Lake Sumeru Fund, L.P., Iconiq Strategic Partners, L.P., and the Rollover Stockholders.