Xxxxxx Contribution Agreement definition

Xxxxxx Contribution Agreement means a contribution agreement between Xxxxxx and Xxxxxx Holdco, to be entered into, and the transactions contemplated thereby consummated, as part of and pursuant to the Xxxxxx Reorganization, and to be completed in compliance with Section 5.15.
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Xxxxxx Contribution Agreement means the Contribution Agreement dated the day of July, 2006, by and between Xxxxxx, Diblo and the Company, as the same may be amended in accordance therewith.
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Xxxxxx Contribution Agreement means a contribution agreement between Xxxxxx and Xxxxxx Holdco, to be entered into, and the transactions contemplated thereby consummated, as part of and pursuant to the Xxxxxx Reorganization, and to be completed in compliance with Section 5.15. “Xxxxxx “Go to Market” Agreement” means a “go to market” agreement among Xxxxxx, Xxxxxx Limited, Sky, Sky GP and Oracle Rice, in a form reasonably acceptable to the Parents and substantially based on the terms set forth on Exhibit I. “Xxxxxx Group” means Xxxxxx and its Affiliates (including each Xxxxxx Contributed Subsidiary), and any one of them, as the case may be; provided, that Newco will not be considered a member of the Xxxxxx Group for purposes of this definition. “Xxxxxx Holdco” means a to-be-formed Delaware limited liability company, as contemplated by the Xxxxxx Reorganization. - 93 - “Xxxxxx Hourly Pension Plan” means the Cargill Limited – Horizon Hourly Employees’ Pension Plan, Canada Revenue Agency registration number 1170893. “Xxxxxx Interests” has the meaning set forth in Section 1.02. “Xxxxxx License-In Agreement” a Xxxxxx Patent and Technology License-In Agreement (Xxxxxx to Newco), between Xxxxxx and Newco, to be completed in compliance with Section 5.15. “Xxxxxx License-Out Agreement” means a Xxxxxx Patent and Technology License-Out Agreement (Newco to Xxxxxx), between Xxxxxx and Newco, to be completed in compliance with Section 5.15. “Xxxxxx Limited” means Cargill Limited, a Canadian corporation. “Xxxxxx Lux” means a to-be-formed Luxembourg S.a.r.l., as contemplated by the Xxxxxx Reorganization. “Xxxxxx Percentage Interest” has the meaning set forth in Section 1.02. “Xxxxxx Reorganization” has the meaning set forth in Section 1.01(a). “Xxxxxx Purchase and Sale Agreement” means one or more agreements to be entered into between Xxxxxx Limited and Sky Canada pursuant to the Xxxxxx Reorganization. “Xxxxxx Wheat Supply Agreement” means a wheat supply agreement among Xxxxxx, Xxxxxx Limited, Sky, Sky Canada and Oracle Puerto Rico, in a form reasonably acceptable to the Parents and substantially based on the terms set forth on Exhibit F-2. [Signature Page Follows] - 94 -
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Examples of Xxxxxx Contribution Agreement in a sentence

  • The Contributor acknowledges that the agreements contained herein and in the Xxxxxx Contribution Agreement and the transactions contemplated hereby and thereby and any actions taken in contemplation of the transactions contemplated hereby and thereby may conflict with, and may not have been contemplated by, the Operating Agreement or other agreements among one or more holders of Company Interests or one or more of the members of W&D LLC.

  • This Agreement, the Joint Venture Agreement, the Xxxxxx Contribution Agreement and the various schedules and exhibits thereto embodies all of the understandings and agreements of every kind and nature existing between the parties hereto with respect to the transactions contemplated hereby and supersedes any and all other prior arrangements or understandings with respect thereto.

  • In addition, if the transactions contemplated hereby and by the Xxxxxx Contribution Agreement occur, this Agreement shall be deemed to be an amendment to the Operating Agreement to the extent the terms herein conflict with the terms thereof, including terms with respect to allocations, distributions and the like.

  • The Company shall not waive (i) any of its material interests in or rights under the Xxxxxx Contribution Agreement or (ii) any material condition to the Company’s obligation to consummate the Closing (as defined in the Xxxxxx Contribution Agreement) provided in Section 6.1 of the Xxxxxx Contribution Agreement without the prior written consent of the Contributor.

  • Xxxxxx shall contribute, in exchange for its Membership Interest in the Company, the Contributed Xxxxxx Assets and Contributed Xxxxxx Liabilities as set forth in the Xxxxxx Contribution Agreement.

  • The Company shall not amend, modify, supplement or otherwise alter, directly or indirectly, the Xxxxxx Contribution Agreement in any material respect without the prior written consent of the Contributor.

  • The Contributor expressly gives all Consents (and any consents necessary to authorize the proper parties in interest to give all Consents) and Waivers that it is entitled to give that are necessary or desirable to cause the parties to the Xxxxxx Contribution Agreement to have authority to transfer the Company Interests to the Company.

  • The environmental indemnification provisions of the XX Xxxxxx Contribution Agreement listed on Schedule VII supersede in their entirety the environmental indemnification provisions of Article III of the Second Amended and Restated Omnibus Agreement, except as otherwise expressly provided in the XX Xxxxxx Contribution Agreement.

  • Notwithstanding anything to the contrary in the Second Amended and Restated Omnibus Agreement, the indemnification provisions of Sections 3.2 and 3.5 thereof shall not apply to the Assets as defined in the XX Xxxxxx Contribution Agreement listed on Schedule VII.

  • The rights, duties, obligations and liabilities of the parties hereto shall be limited to those rights, duties, obligations and liabilities contemplated by this Agreement, the Joint Venture Agreement, the Xxxxxx Contribution Agreement and the various schedules and exhibits thereto.


More Definitions of Xxxxxx Contribution Agreement

Xxxxxx Contribution Agreement has the meaning assigned to such term in Section 2.4(a). “Xxxxxx Opportunity Cost” has the meaning assigned to such term in the Company LLC Agreement.
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Xxxxxx Contribution Agreement has the meaning set forth in Section 3.7.
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Xxxxxx Contribution Agreement means the contribution agreement pursuant to which Xxxx Xxxxxx shall contribute to Xxxxxxx Participations 6,423 shares of FPC and a form of which is attached as Schedule 2.4 hereto.
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Xxxxxx Contribution Agreement has the meaning set forth in the Recitals.
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Xxxxxx Contribution Agreement means that certain acquisition agreement between NEWCO and the equity owners of Xxxxxx Eastern Company, LLC dated December 23, 2010, the form of which is attached as Exhibit C hereto.
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Related to Xxxxxx Contribution Agreement

  • Sale and Contribution Agreement means the Sale and Contribution Agreement dated as of the date hereof, between the Seller, as seller, and the Borrower, as buyer, as amended, restated, supplemented or otherwise modified from time to time.

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

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

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

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

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

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

  • 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.

  • Payment Agreement means a written agreement which provides

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

  • Xxxxxx Agreement means that certain Contingent Stock Agreement, effective as of January 1, 1996, by The Xxxxx Company in favor of and for the benefit of the Holders (named in Schedule I thereto) and the Representatives (therein defined), as amended.

  • Foundation Agreement means the agreement dated the 20th February 1985 made between the Trustee, the Manager, Xxxxxxxx, Genting WA and Tileska providing for the subscription of Units and Options;

  • 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.

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

  • 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.

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

  • Combination Agreement shall have the meaning given in the Recitals hereto.

  • Co-operation Agreement means the agreement between the Exchange and Oslo Børs with regards to the access to the Linked Order Book;

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

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

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

  • Salary Reduction Agreement means an agreement between a dis- trict and an employee to reduce the employee’s salary for the pur- pose of making direct contributions to or purchases of a qualified investment product. Art. 6228a-5, Sec. 4(5), Tex. Rev. Civ. Stat.

  • 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;

  • Master Funding Agreement means the Master Funding Agreement entered into by the Company and the Secretary of State on 31st October 2013;