Sufficiency of Contribution Sample Clauses

Sufficiency of Contribution. Except as disclosed elsewhere in this Agreement or in the Chevron Disclosure Schedule, as of the Closing, Chevron holds, and shall transfer and convey to the Company at Closing, all right, title and interest of Chevron and its Affiliates to all properties, rights, assets and Liabilities (other than the Chevron Excluded Assets and the Chevron Excluded Liabilities) of the chemicals businesses of Chevron and its Affiliates as conducted as of the date of this Agreement and as of the Closing.
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Sufficiency of Contribution. Except as disclosed elsewhere in this Agreement or in the Philxxxx Xxxclosure Schedule, as of the Closing, Philxxxx xxxds, and shall transfer and convey to the Company at Closing, all right, title and interest of Philxxxx xxx its Affiliates to all properties, rights, assets and Liabilities (other than the Philxxxx Xxxluded Assets and the Philxxxx Xxxluded Liabilities) of the chemicals businesses of Philxxxx xxx its Affiliates as conducted as of the date of this Agreement and as of the Closing.
Sample 1
Sufficiency of Contribution. Except as disclosed elsewhere in this Agreement or in the Xxxxxxxx Disclosure Schedule, as of the Closing, Xxxxxxxx holds, and shall transfer and convey to the Company at Closing, all right, title and interest of Xxxxxxxx and its Affiliates to all properties, rights, assets and Liabilities (other than the Xxxxxxxx Excluded Assets and the Xxxxxxxx Excluded Liabilities) of the chemicals businesses of Xxxxxxxx and its Affiliates as conducted as of the date of this Agreement and as of the Closing.
Sample 1
Sufficiency of Contribution. Except as disclosed elsewhere in this Agreement or in the Phillips Disclosure Schedule, the PGC Subsidiaries collectively hold xxx xxxxt, title and interest of Phillips and its Affiliates in and to all properties, rights, assets xxx xxxxilities (other than the Phillips Excluded Assets and Liabilities) used by Phillips and its Afxxxxxxxx in conducting their midstream natural gas xxxxxxxng, processing and marketing operations in the continental United States and Canada as of the date of this Agreement.
Sample 1
Sufficiency of Contribution. Except as disclosed elsewhere in this Agreement or in the Duke Disclosure Schedule, the DEFS Subsidiaries (excluding any Duke Excluded Assets and Liabilities but including the contract referred to in Section 5.10(e)) collectively hold all right, title and interest of Duke and its Affiliates, in and to all properties, rights, assets and liabilities (other than the Duke Excluded Assets and Liabilities) used (i) by Duke in conducting its midstream natural gas gathering and processing operations in the continental United States and Canada as of the date of this Agreement and (ii) by DEFS Subsidiaries in conducting its natural gas marketing operations as of the date of this Agreement.
Sample 1
Sufficiency of Contribution. Except as disclosed elsewhere in this Agreement or in the Phillips Disclosure Schedule, xx xx the Closing, Phillips holds, and shall tranxxxx xxx convey to the Company at Closing, all right, title and interest of Phillips and its Affiliates to xxx xxoperties, rights, assets and Liabilities (other than the Phillips Excluded Assets and xxx Xxillips Excluded Liabilities) xx xxx chemicals businesses of Phillips and its Affiliates as xxxxxxxed as of the date of this Agreement and as of the Closing.
Sample 1
Sufficiency of Contribution. The Empress System Business to be conveyed to Duke Transferee on the Applicable Closing Date by the Asset Conveyance Documents delivered at that time will constitute all property, rights and assets that are necessary for Duke Transferee to continue the operation of the Empress System Business after the Applicable Closing Date on substantially the same basis as the Empress System Business is presently being operated by COP, ES Transferor, PTC and their respective Affiliates.
Sample 1
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Related to Sufficiency of Contribution

  • 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 %

  • ALLOCATION OF CONTRIBUTIONS If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right to cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right to cancel period, the Owner may change the allocations to the Sub-Accounts. Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

  • Form of Contribution The contribution of a member to the Company must be in cash or property, provided that if there is more than one member, all member(s) must consent in writing to contributions of property. To the extent there is more than one member, additional contributions in the same proportion shall be made by each member, except as may be approved by all member(s). A capital account shall be maintained for each member, to which contributions and profits shall be credited and against which distributions and losses shall be charged. At any time that there is more than one member, capital accounts shall be maintained in accordance with the tax accounting principles prescribed by the Treasury Regulations promulgated under Code Section 704 (the "Allocation Regulations"), so that the tax allocations provided in this Agreement shall, to the extent possible, have "substantial economic effect" within the meaning of the Allocation Regulations, or, if such allocations cannot have substantial economic effect, so that they may be deemed to be "in accordance with the member(s') interests in the Company" within the meaning of the Allocation Regulations.

  • Mutual Contribution The parties to this Agreement and their counsel have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the ground that such party drafted the provision or caused it to be drafted or the provision contains a covenant of such party.

  • Catch-Up Contributions Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

  • Payments and Contributions Neither the Company, any subsidiary, nor any of its directors, officers or, to its knowledge, other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person with respect to Company matters.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

  • No Claim Regarding Stock Ownership or Sale Proceeds There must not have been made or Threatened by any Person any claim asserting that such Person (a) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any stock of, or any other voting, equity, or ownership interest in, any of the Company, or (b) is entitled to all or any portion of the Purchase Price payable for the Shares.

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

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