Common use of Contribution Closing Clause in Contracts

Contribution Closing. (a) Upon the terms and subject to the conditions contained herein, and in reliance on the representations, warranties, covenants, terms and conditions of this Agreement, Stockholder hereby contributes to Premier LP, and Premier LP hereby accepts, the Premier, Inc. Common Stock (the “Contribution”) and in consideration therefor Premier LP hereby issues to Stockholder, and Stockholder hereby accepts, the number of Premier LP Class B Common Units determined as set forth in Section 1.2 below. The Contribution made and accepted hereunder shall be free from all pledges, liens, security interests, charges, claims, equities or encumbrances of any kind and from all rights exercisable by or claims by third parties and together with all rights attached or accruing to them. The parties shall treat the Contribution as a tax-free transaction for applicable tax purposes. (b) Subject to the approval by the general partner and the majority of the limited partners of Premier LP of the Reorganization and the adoption of the LP Agreement, the Contribution shall be effective immediately prior to the closing of the initial public offering of the Public Company (the “Effective Date”) without any further action on the part of Stockholder.