The Contributions. (a) Subject to the terms and conditions hereinafter set forth, and on the basis of, in reliance upon and in consideration for the representations, warranties, covenants, agreements and closing conditions set forth herein, the applicable Parties shall take the actions described in this Section 2.1(a) or cause such actions to take place:
The Contributions. As of the Effective Time, the following transactions shall be completed in the order set forth below.
The Contributions. 3.1. During the Term, the Contributing Partners shall use reasonable endeavours to collect the Contributions and pay those Contributions to SBC on the Agreed Dates or, if not paid on the Agreed Dates, within fourteen (14) days of the Agreed Dates.
The Contributions. 2.1 East Suffolk Council and Suffolk County Council6 shall each establish an interest-bearing account or accounts where those Contributions and/or other sums of money that are payable to them pursuant to this Deed shall be held and shall promptly, and in any event within [●] Working Days of the establishment of such account or accounts, notify the account details to SZC Co.
The Contributions. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Time Warner shall (i) cause Time Warner Sub to contribute, assign, transfer, convey and deliver to Holdco or, if Holdco shall so direct, Delaware Sub I (the "Time Warner U.S. Contribution"), and Holdco, or, if Holdco shall so direct, Delaware Sub I shall accept from Time Warner Sub, all the right, title and interest of Time Warner Sub in, to and under (A) the general partnership interest in MCo held by Time Warner Sub (the "Time Warner MCo Partnership Interest") and (B) the general partnership interest in VCo held by Time Warner Sub (together with the Time Warner MCo Partnership Interest, the "Time Warner Partnership Interests"), in exchange for (x) the delivery to Time Warner Sub of 41,881,793 shares of Holdco Class B Common Stock and (y) the assumption by Holdco or, if Holdco shall so direct, Delaware Sub I of all of the liabilities, obligations and commitments of Time Warner Sub and Time Warner that relate to, or arise out of, the Time Warner Partnership Interests and (ii) cause Warner Music Group to contribute, assign, transfer, convey and deliver to Holdco, and Holdco shall accept from Warner Music Group, all the right, title and interest of Warner Music Group in, to and under the shares of capital stock of Time Warner Mexico (together with the Time Warner U.S. Contribution, the "Time Warner Contribution"), held by Warner Music Group (the "Time Warner Mexico Shares"), in exchange for (x) the delivery to Warner Music Group of 205,011 shares of Holdco Class B Common Stock and (y) the assumption by Holdco of all of the liabilities, obligations and commitments of Warner Music Group and Time Warner that relate to, or arise out of, the Time Warner Mexico Shares. The Time Warner Contribution, the related assumption of liabilities by Holdco or Delaware Sub I and Holdco and the issuance by Holdco of Holdco Class B Common Stock in connection therewith (the "Time Warner Contribution Share Issuance") are referred to in this Agreement collectively as the "Time Warner Contribution Transactions".
The Contributions. Section 2.1 Contribution of KNOT Shuttle Tankers to the General Partner; Issuance of Units to KNOT 6 Section 2.2 Contribution of KNOT Shuttle Tankers to the Partnership 6
The Contributions. Effective as of and contingent upon the occurrence of the Closing, and on and subject to the terms and conditions of this Agreement, each Contributor shall contribute, convey, transfer, and assign to HCC Inc. the Exchange Units set forth opposite such Contributor’s name on Schedule A hereto and, in exchange, HCC Inc. shall issue to each Contributor the number of shares of the HCC Stock set forth opposite each Contributor’s name on Schedule A hereto.
The Contributions. Prior to the Exchange, each Class A Limited Partner, or the permitted assignees or successors of such Class A Limited Partner, shall make a Capital Contribution (the “Contribution”), pursuant to Section 4.2(e) of the Partnership Agreement, to the Partnership in the amount set forth opposite the name of such partner in the “Total Capital Call” column on Schedule 3.01 (such amounts will be paid in cash except for the amounts set forth in the “Deferred” column which have previously been deducted from the individual’s compensation pursuant to the Partnership’s deferred compensation plan and will be treated for all purposes of the Partnership Agreement as part of the individual’s Contribution pursuant to this Section and deducted from the individual’s deferred compensation account as provided in Schedule 3.01). After the Contribution and prior to the Effective Time, the Class A Limited Partners or their affiliates that hold the shares of CIP GP Corp., a Delaware corporation and the general partner of the Partnership, shall transfer all of such shares to Newco for no consideration.
The Contributions. (a) Simultaneously with the Merger, at the Closing the Companies shall effect the Contributions as provided herein. The Parties intend, for federal income Tax purposes, that the Contributions, together with the Merger, qualify as an exchange as described in Section 351(a) of the Code and the applicable Treasury Regulations promulgated with respect thereto, and Ohr LLC, HoldCo, the Companies and the Controlling Members shall file all Tax Returns (including amended returns and claims for refunds) in a manner consistent with such treatment and shall use their reasonable best efforts to sustain such treatment in any subsequent Tax audit or dispute.
