Contributions of Other Parties Sample Clauses

Contributions of Other Parties. At or contemporaneously with the Closing, as part of the same overall plan of contribution, the Company shall also be closing upon the Related Contribution Agreements, such that immediately after the Closing, the Company will own stock of Pathnet constituting control within the meaning of IRC Section 368(c).
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Contributions of Other Parties. At or contemporaneously with the Closing, the Company shall also be closing, as part of the same overall plan of contribution, upon (a) a Contribution Agreement with the holders of at least 90% of the outstanding preferred stock of Pathnet, (b) the Contribution Agreement between the Company and The Burlington Northern and Santa Fe Railway Company, (c) the Contribution Agreement between the Company and Colonial Pipeline Company, and (d) one or more Contribution Agreements with certain holders of shares of the outstanding common stock of Pathnet, such agreements in substantially the form previously provided to CSX (the "Related Contribution Agreements"), such that immediately after the Closing, the Company will own stock of Pathnet constituting control within the meaning of IRC Section 368(c).
Sample 1
Contributions of Other Parties. At or contemporaneously with the Closing, the Company shall also be closing, as part of the same overall plan of contribution, upon (a) one or more contribution agreements between the Company, Pathnet and certain holders of the outstanding common stock of Pathnet, (b) the Contribution Agreement between the Company, Pathnet and the holders of the issued and outstanding preferred stock of Pathnet, (c) the Contribution Agreement between the Company, Pathnet and Colonial Pipeline Company, (d) the Contribution Agreement between the Company, Pathnet and The Burlington Northern and Santa Fe Railway Company, and (e) the Contribution Agreement between the Company, Pathnet and CSX Transportation, Inc. (the "Related Contribution Agreements"), such that immediately after the Closing, the Company will own stock of Pathnet constituting control within the meaning of IRC Section 368(c).
Sample 1
Contributions of Other Parties. At or contemporaneously with the Closing, the Company shall also be closing, as part of the same overall plan of contribution, upon (a) a Contribution Agreement with the holders of at least 90% of the outstanding preferred stock of Pathnet, (b) the Contribution Agreement between the Company and Colonial Pipeline Company, (c) the Contribution Agreement between the Company and CSX Transportation, Inc., and (d) one or more Contribution Agreements with certain holders of shares of the outstanding common stock of Pathnet, such agreements in substantially the form previously provided to BNSF (the "Related Contribution Agreements"), such that immediately after the Closing, the Company will own stock of Pathnet constituting control within the meaning of IRC Section 368(c).
Sample 1
Contributions of Other Parties. At or contemporaneously with the Closing, the Company shall also be closing, as part of the same overall plan of contribution, upon (a) one or more contribution agreements between the Company, Pathnet and certain holders of shares of the outstanding common stock of Pathnet, (b) the Contribution Agreement between the Company, Pathnet and Colonial Pipeline Company, (c) the Contribution Agreement between the Company, Pathnet and The Burlington Northern and Santa Fe Railroad, and (d) the Contribution Agreement between the Company, Pathnet and CSX Transportation, Inc. (the "Related Contribution Agreements"), such that immediately after the Closing, the Company will own stock of Pathnet constituting control within the meaning of IRC Section 368(c).
Sample 1

Related to Contributions of Other Parties

  • Limitations on Contributions By executing this Agreement, Contractor acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (i) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves, (ii) a candidate for that City elective office, or (iii) a committee controlled by such elected official or a candidate for that office, at any time from the submission of a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. The prohibition on contributions applies to each prospective party to the contract; each member of Contractor’s board of directors; Contractor’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 10% in Contractor; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by Contractor. Contractor certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

  • Capital Contributions of the Partners The Partners have heretofore made Capital Contributions to the Partnership. Each Partner owns Partnership Units in the amount set forth for such Partner on Exhibit A, as the same may be amended from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units, or similar events having an effect on a Partner’s ownership of Partnership Units. Except as provided by law or in Section 4.2, 4.3, or 10.4 hereof, the Partners shall have no obligation or, except with the prior Consent of the General Partner, right to make any additional Capital Contributions or loans to the Partnership.

  • Actions of Others The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

  • Initial Contributions The Members initially shall contribute to the Company capital as described in Schedule 2 attached to this Agreement.

  • FINANCIAL CONTRIBUTIONS 10.1 The Financial Contribution of the CCG and the Council to any Pooled Fund or Non-Pooled Fund for the first Financial Year of operation of each Individual Scheme shall be as set out in the relevant Scheme Specification.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Other Contributions ST1.1 In this Agreement, Other Contributions means the financial or in-kind contributions other than the Grant set out in the following table: Contributor Nature of Contribution Amount (GST exclusive) Timing Grantee < insert description of contribution, e.g., cash, access to equipment, secondment of personnel etc> $<insert amount> <project end date> <name of third party providing the Other Contribution> <insert description of contribution, e.g., cash, access to equipment, secondment of personnel etc> $<insert amount> <insert date or Milestone to which the Other Contribution relates> Total $<total other contributions>

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Capital Contributions and Capital Accounts (a) The value of the interests contributed by the Class A Certificateholders and the Class I Certificateholders shall equal the amount paid by such Certificateholders for such interests, respectively, and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Class IC Certificateholder shall equal the fair market value of the Receivables contributed to the Tax Partnership less the value attributed to the Class A Certificateholders and the Class I Certificateholders, as described above. Such amount shall constitute the opening balance in the Class IC Certificateholder's Capital Account.

  • Contributions to Capital (a) The minimum initial contribution of each Member to the capital of the Company shall be $75,000, subject to the discretion of the Manager to accept initial investments in lesser amounts. The amount of the initial contribution of each Member shall be recorded on the books and records of the Company upon acceptance as a contribution to the capital of the Company. The Directors shall not be entitled to make voluntary contributions of capital to the Company as Directors of the Company, but may make voluntary contributions to the capital of the Company as Members.

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