Geon Sample Clauses

Geon. Pursuant to the applicable Asset Contribution Agreement, Geon LP will contribute or cause to be contributed to the Partnership the Initial Assets contemplated thereby subject to the Assumed Liabilities contemplated thereby. Thereupon, Geon LP's Capital Account will be credited with the amount set forth on Schedule 2.2. The Partners intend that the contribution of assets subject to liabilities provided for in Sections 2.2(a) and (b) will qualify as a tax-free contribution under section 721 of the Code in which no Partner will recognize gain or loss. The Partners agree that the Partnership will so file its tax return, and each Partner agrees to file its tax return on the same basis and to maintain such position consistently at all times thereafter.
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Geon. Section 12.7
Geon. Hanna, Consolidation Corp., and Resulting Corporation will each be a party to such reorganization within the meaning of Section 368(b) of the Code.
Geon. 3. Geon shall have one hundred percent (100%) of any liability associated with the "creosote area" or any contamination from it, both surface and groundwater.
Geon. Contamination caused by one party but not at a level requiring remediation shall not cause that party to contribute to the cost of groundwater remediation.

Related to Geon

  • Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • Parent Nothing herein shall be construed to limit or affect any action or inaction by (i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any action or inaction by such Person.

  • to Buyer Unless and until Buyer shall give written notice to Seller, Custodian and Bank to the contrary, all written notices to Buyer shall be sent to Custodian. For informational purposes, Buyer's address is as follows: 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of ________________. Buyer's telephone is as follows: ______________.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Name of Company The name of the Company shall be as set forth in the Certificate.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.

  • Buyer Buyer represents and warrants to Seller as follows:

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

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