JV Contribution Agreement definition

JV Contribution Agreement has the meaning set forth in the recitals.
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Examples of JV Contribution Agreement in a sentence

  • In accordance with the provisions of the JV Contribution Agreement, the execution and delivery of the Partnership Agreement shall be a condition precedent to the receipt by (a) Network Sub of its Secondary Network Sub Units; and (b) Centene Sub of its Secondary Centene Sub Units.

  • The Permitted JV Contribution Agreement (including the exhibits and schedules attached thereto) shall not have been modified, amended, supplemented or waived, and no consent shall have been granted thereunder, in each case in a manner that is materially adverse to the Lenders.

  • Fifth Avenue acknowledges that the Transfer Taxes it pays pursuant to this Section 5.7 and Section 16(a) of the JV Contribution Agreement shall be on aggregate consideration of $2,800,000,000, i.e., for purposes of the Transfer Tax Laws, the consideration for the transfer of the Equity Interest under this Agreement plus the consideration for the transfer of the GM Building under the JV Contribution Agreement shall equal $2,800,000,000.

  • Of these companies, 74 (65%) actively took part in the survey (see Fig.

  • The Closing shall occur on the Closing Date at the same location as the closing of the transactions contemplated by the JV Contribution Agreement or at such other place in the Borough of Manhattan, City, County and State of New York, as the parties may designate.

  • In addition, after the Closing, as further consideration for the PlanCo Common Stock, HoldCo will, as and when received in accordance with the provisions of this Agreement and Centene Sub’s JV Contribution Agreement, make a contribution to PlanCo of the Remaining Centene Contribution, such that on or prior to the expiration of the Contribution Period, the total contribution of HoldCo to PlanCo shall be equal to the Total JV Contribution.

  • Clause (i) of the proviso in Section 6.07 is hereby amended and restated in its entirety to read as follows: “(i) the foregoing shall not apply to restrictions and conditions imposed by (A) law or by this Agreement, (B) the Permitted JV LLC Agreement in respect of the Permitted JV or Equity Interests in the Permitted JV or (C) the Permitted JV Contribution Agreement in respect of the Permitted JV or the “Assets” (as defined in the Permitted JV Contribution Agreement),”.

  • Fifth Avenue agrees that it shall not be entitled to receive any distributions from the Company other than as provided for in the JV Contribution Agreement.

  • The bowling products business contributed to the Qubica JV Entity pursuant to the Qubica JV Contribution Agreement, including, without limitation, the equity interest held in the Subsidiaries (or other entities) of the Group Companies referred to in Pledged Collateral Transfers and Collateral Releases Required in Connection with the Qubica JV Contribution Agreement” below.

Related to JV Contribution Agreement

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

  • 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.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the date hereof, relating to the sale and contribution by Credit Acceptance to the Seller of the Conveyed Property, as defined therein.

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

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Distribution Agreement has the meaning set forth in the recitals to this Agreement.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • 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)).

  • Election Agreement means an agreement in the form that the Company may designate from time to time that is consistent with the terms of the Plan.

  • 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.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Co-operation Agreement means an agreement relating to compensation arrangements in the form of the relevant template Co-operation Agreement being:

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Project Funding Agreement means an agreement in the form of Schedule E that incorporates the terms of this Agreement and enables the Funder to provide one-time or short term funding for a specific project or service that is not already described in the Schedules;

  • Development Contribution means the amount of money referred to in item 5 of the Schedule;

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

  • Transaction Agreement has the meaning set forth in the recitals.

  • Rollover Agreement has the meaning set forth in the Recitals.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;