Contribution and Purchase definition

Contribution and Purchase has the meaning set forth in the Recitals.
Sample 1Sample 2Sample 3
Contribution and Purchase has the meaning set forth in the recitals to this Agreement.
Sample 1

Examples of Contribution and Purchase in a sentence

  • Receipt by the Agent of a duly executed copy of the Asset Contribution and Purchase Agreement, in form and substance satisfactory to the Agent in its sole discretion.

  • Upon the terms and subject to the conditions set forth in Section 5.12 of the Asset Contribution and Purchase Agreement, MLCS shall have the right to nominate one Director to serve on the Board, who, as contemplated by Section 5.12 of the Asset Contribution and Purchase Agreement, may be a non-voting Director.

  • The Members and any Affiliate of the Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others; provided, that the foregoing shall not release MLIBK or any of its Affiliates from, or otherwise affect in any respect, the obligations of MLIBK and its Affiliates set forth in Section 5.08 of the Asset Contribution and Purchase Agreement.

  • The purpose of this Agreement is to amend and restate, in its entirety, that certain Sixth Amended and Restated Administrative Services Agreement, as amended on and effective September 7, 2011 (the “Sixth Amendment”), to give effect to transactions contemplated by that certain Contribution and Purchase Agreement dated as of October 1, 2014 between EPD and Oiltanking Holding Americas, Inc.

  • No other Member of the Company may transfer, convey, assign or otherwise dispose of, in whole or in part, its percentage interests in the Company; provided, that MLIBK may transfer, convey, assign or otherwise dispose of its percentage interests in the Company as permitted by Section 5.18 of the Asset Contribution and Purchase Agreement.

  • Upon Photronics purchase of 49,990 Units, from Micron pursuant to the Contribution and Purchase Agreement, Photronics' and Micron's Capital Account balances shall have a relative ratio equal to 49.99 divided by 50.01.

  • Within seven (7) days after the Establishment Date, Party A shall enter into the Asset Contribution and Purchase Contract with the Company and Party B, whereby Party A shall grant to the Company a license to use certain proprietary information and technology to manufacture, produce, market and sell the JV Products during the JV Term and Party A shall provide ongoing technical assistance with respect to the JV Products during the JV Term.

  • The purchase price was comprised of a loan payable to the seller of $500,000 due within 4 months, a $250,000 equity interest in the Member, and additional payments contingent on achievement of certain levels in contribution profit, as defined in the Membership Interests Contribution and Purchase Agreement dated as of December 23, 2013, through 2017.

  • Micron hereby continues as a Member of the Company, and Photronics is admitted to the Company as a Member upon its execution of this Agreement and receipt by Micron of $48 million of the Purchase Price (as defined in the Contribution and Purchase Agreement).

  • Immediately following the Contribution and Purchase, after giving effect to the cancellation of the Class B LP Units pursuant to Section 7.2(d) of the Hostess Holdings A&R LPA, the number of issued and outstanding Class B LP Units shall equal the number of Buyer Class B Common Stock then issued and outstanding.

Related to Contribution and Purchase

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Distribution Effective Time has the meaning set forth in the Separation Agreement.

  • Contribution Date has the meaning set forth in Section 4.3 hereof.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the annual additions to a Participant’s accounts under all Defined Contribution Plans maintained by one or more Affiliated Companies, and the denominator of which is the sum of the lesser of (i) or (ii) for such Plan Year and for each prior Plan Year of Service with one or more Related Companies, where (i) is the product of 1.25 multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for the Plan Year (determined without regard to Section 415(c)(6) of the Code), and (ii) is the product of 1.4 multiplied by the amount which may be taken into account under Section 415(c)(1)(B) of the Code (or Section 415(c)(7) of the Code, if applicable) with respect to the Participant for the Plan Year. Solely for purposes of this definition, contributions made directly by an Employee to a Defined Benefit Plan which maintains a qualified cost-of-living arrangement as such term is defined in Section 415(k)(2) shall be treated as Annual Additions. Notwithstanding the foregoing, the numerator of the Defined Contribution Plan Fraction shall be adjusted pursuant to Treasury Regulations 1.415-7(d)(1) and Questions T-6 and T-7 of Internal Revenue Service Notice 83-10.

  • Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

  • Defined Contribution Fraction means a fraction, the numerator of which is the sum of the Annual Additions to the Participant's Account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Participant's nondeductible Voluntary Contributions to all defined benefit plans, whether or not terminated, maintained by the Employer and the Annual Additions attributable to all welfare benefit funds, as defined in section 419(e) of the Code, and individual medical benefit accounts as defined in section 415(l)(2) of the Code, and simplified employee pensions, maintained by the Employer) and the denominator of which is the sum of the Maximum Aggregate Amounts for the current and all prior Limitation Years of Service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The Maximum Aggregate Amount in any Limitation Year is the lesser of one hundred twenty-five percent (125%) of the dollar limitation in effect under section 415(c)(1)(A) of the Code or thirty-five percent (35%) of the Participant's Compensation for such year. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Fraction would otherwise exceed one (1.0) under the terms of this Plan. Under the adjustment, an amount equal to the product of (A) the excess of the sum of the fractions over one (1.0) times (B) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Additions for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee contributions as Annual Additions.

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Separation and Distribution Agreement has the meaning set forth in the Recitals.

  • In-kind contribution means a contribution of goods or services received by a candidate committee, joint candidates committee, political committee, continuing political committee, political party committee, or legislative leadership committee, which contribution is paid for by a person or entity other than the recipient committee, but does not include services provided without compensation by an individual volunteering a part of or all of his or her time on behalf of a candidate or committee.

  • Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Xxx 0000.

  • Rollover Contribution Account means the separate Account maintained for a Member to record such Member's share of the Trust Fund attributable to any Rollover Contribution made to the Plan on his behalf.

  • Payments in lieu of contributions means the money payments to

  • Contribution Period means the period specified in Article VI for which Employer Contributions shall be made.

  • Initial Capital Contribution has the meaning set forth in Section 4.1.

  • Cash Contribution refers to a direct payment of Contribution in Canadian currency.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Rollover Contributions means, for any Participant, his rollover contributions as provided in Section 7.1.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Contribution Account means an account, or accounts, into which the Accountholder and employer contributions are deposited by the TPA, and from which HSA dollars are swept into the Cash Account.

  • Additional Contribution Each Member's pro-rata portion of a Required Amount, determined by multiplying the Required Amount by each Member's Interest.

  • After-Tax Contributions means amounts withheld from an Employee’s Compensation pursuant to a Salary Reduction Agreement after all applicable state and federal taxes have been deducted. Such amounts are withheld for purposes of purchasing one or more of the Benefit Package Options available under the Plan.