Contribution Agreements. Each Contribution Agreement that Purchaser is entering into pursuant to the Plan of Recapitalization with partners of the Exchanging Partnerships (as defined in the Plan of Recapitalization) is substantially similar to this Agreement and contains substantially the same economic and legal terms.
Contribution Agreements. The Capital Contributions made by each of the Partners pursuant to section 4.2 hereof shall be subject to the terms and provisions of the Contribution Agreement of each Partner referenced in Exhibit "B" attached hereto. The Partners, on behalf of the Partnership, shall enter into the Contribution Agreements, and any agreement referred to therein, without requirement of any further act, approval, or vote of any other Person, and such agreements shall be deemed to satisfy all requirements of this Agreement.
Contribution Agreements. As soon as possible and in any event within fifteen (15) Business Days of the date of this Agreement, (x) Xxxxxx Europe and Newco, (y) Xxxxx Xxxxx and Newco, (z) Manco 1 and Newco and (zz) Xxxxx Xxxxx and Xxxxx 1, shall enter into contribution agreements in French with respect to the Xxxxxx Contribution, the Xxxxx Xxxxx Contribution, the Manco 1 Contribution and the Xxxxx Xxxxx 1 Contribution respectively, which contribution agreements shall substantially reflect the provisions of Sections 4.1 to 4.3. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of those contribution agreements, this Agreement shall prevail.
Contribution Agreements. Buyer shall have received evidence that the Contribution Agreements have been duly executed by the parties thereto and the transactions contemplated thereby have been consummated immediately before the Closing.
Contribution Agreements. The Administrative Agent shall have received fully executed copies of (i) that certain Contribution Agreement by and among Holdings, Trean Holdings, LLC and BIC and (ii) that certain Contribution Agreement by and among Holdings and Trean Compstar (clause (i) and (ii), the “Contribution Agreements”). The Contribution Agreements shall be in full force and effect.
Contribution Agreements. The Borrowers shall provide copies of executed agreements evidencing the transfer of (i) all of Delta’s rights, title and interest in and to the SkyMiles Intellectual Property that it owns or purports to own (excluding the Composite Marks and the Specified Intellectual Property) to Loyalty Co, (ii) all of Delta’s rights to establish, create, organize, initiate, participate, operate, assist, benefit from, promote or otherwise be involved in or associated with, in any capacity, the SkyMiles Program or any other customer loyalty miles program or any similar customer loyalty program to Loyalty Co (other than with respect to a Specified Minority Owned Program or a Permitted Acquisition Loyalty Program), and (iii) all of Delta’s rights, title and interest in, to and under the SkyMiles Agreements (other than the Intercompany Agreements), in each case, pursuant to Contribution Agreements in form and substance reasonably satisfactory to the Administrative Agent.
Contribution Agreements. Subject to the terms and conditions set forth in this Amendment Parent and Merger Sub consent, for all purposes under the Xxxx Agreements, to: (a) the Company, SpinCo and certain of their subsidiaries entering into that certain Contribution Agreement dated as of October 5, 2021 (the “Contribution Agreement”); (b) the Company, SpinCo and certain of their subsidiaries entering into that certain Contribution Agreement dated as of October 5, 2021 (the “Second Contribution Agreement”); (c) the terms of the Contribution Agreement and Second Contribution Agreement, and (d) the performance by the Company and SpinCo (and the SpinCo Entities (as defined in the Match Merger Agreement)) of their obligations under the Contribution Agreement, the Second Contribution Agreement and the completion of the transactions contemplated thereby (including the transactions involving the promissory note referenced in the Contribution Agreement). The Parties agree that Exhibit B hereto replaces in its entirety the plan of separation set forth on Schedule 2.1(a) of the SDA. Subject to Section 4(A), the entry into, or consummation of the transactions contemplated by, the Contribution Agreement and the Second Contribution Agreement, and Parent and Merger Sub’s consent set forth in this Amendment, shall not affect the rights or obligations of the Parties under the Xxxx Agreements, as amended, modified, and supplemented by this Amendment, except as specifically set forth herein.
Contribution Agreements. The contribution agreement between the Company and Infineon dated 25 April 2006 (the “Infineon Contribution Agreement”), and the contribution 11 agreement between the Company and Infineon Technologies Holding B.V., a corporation incorporated in The Netherlands (“Holding”) dated 4 May 2006 (the “Holding Contribution Agreement, and together with the Infineon Contribution Agreement, the “Contribution Agreements”) are valid, legally binding and enforceable against the Company, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally and the application of general equitable principles. The Company has duly performed all of the obligations under each of the Contribution Agreements required to be performed by it as of the date on which the representation in this Section 2(nn) is being made.
Contribution Agreements. Holdco hereby agrees to cause each Transferor to perform each of the obligations, including any indemnity obligations, and the duties of such Transferor under each Distribution and Contribution Agreement and each Contribution and Sale Agreement to which such Transferor is a party, in each case as and when due; provided, however, to the extent that such Transferor has not performed any such obligation or duty within thirty (30) days after such obligation or duty was required to be performed, Holdco hereby agrees to either (a) perform such obligation or duty or (b) cause any other Person (other than such Transferor) to perform such obligation or duty on Holdco’s behalf.
Contribution Agreements. No Credit Party shall, or permit any Controlled Subsidiary to, enter into any Contribution Agreement unless such agreement has been previously approved by MSAM which approval shall not be unreasonably withheld or delayed.
