Contribution to Foundation Sample Clauses

Contribution to Foundation. During each of the ten (10) -------------------------- consecutive calendar years from the Closing Date, HMA will contribute to Hernando Healthcare Foundation, Inc., a Florida not-for-profit corporation (the "Foundation"), Two Hundred Thousand Dollars ($200,000.00) (for an aggregate of Two Million Dollars ($2,000,000.00) during such ten calendar years) to be held, invested, applied or distributed in accordance with the corporate purposes of the Foundation as the Board of Directors of the Foundation, in its sole discretion, may determine. Sub and HMA acknowledge and agree that neither Sub nor HMA shall be entitled to control how such contributions, or any portion thereof, are held, invested, applied or distributed by the Foundation. The first installment of Two Hundred Thousand and 00/100 Dollars ($200,000.00) shall be due at the Closing Date and each subsequent installment shall be due on the respective anniversary date of the Closing Date for each and every year thereafter as long as the Foundation is a bona fide charitable organization under the rules and regulations of the United States Internal Revenue Code, as amended from time to time.
Sample 1
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Contribution to Foundation. On or before the Closing Date, Regional -------------------------- shall establish Hernando Healthcare Foundation, Inc., a Florida not- for-profit corporation (the "Foundation"). Sub shall fund to Regional at the Closing Date a sum equal to $1,216,624.00, (the "Discount Amount") which the parties hereto agree is the present value of $1,800,000.00 payable over 10 years in equal annual payments applying a 10% discount rate. The Discount Amount may be used by Regional, in its sole discretion, for the purpose of paying or discharging or making adequate provisions for the payment or discharge of Regional's liabilities and obligations, and satisfying costs, expenses and claims associated with the Closing and in the processing of reimbursement claims pursuant to Medicaid and Medicare guidelines. The Discount Amount not funded by Regional for such purposes shall be disbursed to the Foundation. Upon receipt by Regional of Medicare or Medicaid reimbursement sums, pursuant to Section 12.1 of this Agreement (the "Reimbursements"), Regional shall contribute such portion of the Reimbursements after Regional has paid or discharged or made adequate provisions for the payment and discharge of Regional's liabilities and obligations, until such time as the Foundation is in receipt of the aggregate sum of the Discount Amount (including any prior cash contributions of Regional to Foundation). The sums distributed to the Foundation shall be held, invested, applied and distributed in accordance with the corporate purposes of the Foundation, as such purposes as may exist from time to time, as the Board of Directors of the Foundation, in its sole discretion, may determine. Sub and HMA acknowledge and agree that neither Sub nor HMA shall be entitled to control how such contributions, or any portion thereof, are held, invested, applied or distributed by the Foundation.
Sample 1

Related to Contribution to Foundation

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Initial Contribution The capital contributions to be made by the Member and with which the Company shall begin business are as follows: Member Name Contribution Membership Interest Century Land Holdings, LLC $ 1,000.00 100 %

  • Contribution Rights In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

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