Contribution and Distribution Agreement Sample Contracts
EXHIBIT 10.35 CONTRIBUTION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ALLERGAN, INC.Contribution and Distribution Agreement • August 12th, 2002 • Allergan Inc • Pharmaceutical preparations • California
EX-2.1 2 d567106dex21.htm EX-2.1 CONTRIBUTION AND DISTRIBUTION AGREEMENT by and among HENRY SCHEIN, INC., HS SPINCO, INC., and DIRECT VET MARKETING, INC. and solely for purposes of Article V and Article X SHAREHOLDER REPRESENTATIVE SERVICES LLC DATED...Contribution and Distribution Agreement • May 5th, 2020 • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of April 20, 2018, is entered into by and between Henry Schein, Inc., a Delaware corporation (“Harbor”), HS Spinco, Inc., a Delaware corporation and a wholly-owned direct Subsidiary of Harbor (“Spinco”), Direct Vet Marketing, Inc., a Delaware corporation (“Voyager”), and, solely for purposes of ARTICLE V and ARTICLE X, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Voyager Stockholders (the “Voyager Stockholders’ Representative” and, together with Harbor, Spinco and Voyager, the “Parties” and each, a “Party”).
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • August 10th, 2023 • Imperial Petroleum Inc./Marshall Islands • Deep sea foreign transportation of freight • New York
This contribution and distribution agreement (this “Agreement”) is entered into as of June 20, 2023, by and between Imperial Petroleum Inc., a Marshall Islands corporation (“Imperial Petroleum”), and C3is Inc., a Marshall Islands corporation (“C3is”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”
CONTRIBUTION AND DISTRIBUTION AGREEMENT by and among EMMIS COMMUNICATIONS CORPORATION, MEDIACO HOLDING INC. and SG BROADCASTING LLC DATED AS OF JUNE 28, 2019Contribution and Distribution Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 28, 2019, is entered into by and between Emmis Communications Corporation, an Indiana corporation (“Emmis”), Mediaco Holding Inc., an Indiana corporation and a wholly-owned direct Subsidiary of Emmis (“Mediaco”), SG Broadcasting LLC, a Delaware limited liability company (“Purchaser” and, collectively with Emmis and Mediaco, the “Parties” and each, a “Party”), and solely for purposes of the guaranty of Purchaser’s obligations in Section 3.2(c), Standard General L.P.
ContractContribution and Distribution Agreement • November 27th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
THIS NOTE IS SUBJECT TO THE PROVISIONS OF A CONTRIBUTION AND DISTRIBUTION AGREEMENT, DATED THE DATE HEREOF, BY AND AMONG, MEDIACO HOLDING INC., THE HOLDER (AS DEFINED BELOW) AND THE OTHER PARTIES IDENTIFIED THEREIN. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER THIS NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED EVIDENCE OF SUCH EXEMPTION REASONABLY SATISFACTORY TO THE COMPANY. THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SELLER NOTE SUBORDINATION AGREEMENT (AS AMENDED, MODIFIED, RESTATED OR REPLACED FROM TIME TO TIME, THE “SUBORDINATION AGREE
January 15, 2019 Direct Vet Marketing, Inc. (d/b/a Vets First Choice)Contribution and Distribution Agreement • February 20th, 2019 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • January 20th, 2022 • Imperial Petroleum Inc./Marshall Islands • Deep sea foreign transportation of freight • New York
This contribution and distribution agreement (this “Agreement”) is entered into as of November 10, 2021, by and between StealthGas Inc., a Marshall Islands corporation (“StealthGas”), and Imperial Petroleum Inc., a Marshall Islands corporation (“Imperial Petroleum”). The foregoing shall be referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG WEYERHAEUSER COMPANY AND DOMTAR PAPER COMPANY, LLC AND DOMTAR CORPORATION DATED AS OF JANUARY 25, 2007Contribution and Distribution Agreement • January 26th, 2007 • Domtar CORP • Paper mills • Delaware
THIS AMENDED AND RESTATED CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of January 25, 2007 (this “Agreement”), among Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), Domtar Paper Company, LLC (formerly known as Weyerhaeuser ELI, LLC), a Delaware limited liability company and a wholly-owned subsidiary of Weyerhaeuser (“Newco”), and Domtar Corporation (formerly known as Weyerhaeuser TIA, Inc.), a Delaware corporation and a wholly-owned subsidiary of Weyerhaeuser (“Spinco”).
September 14, 2018 Direct Vet Marketing, Inc. (d/b/a Vets First Choice) Portland, ME 04101 Attn: General Counsel (voyagerlegal@vetsfirstchoice.com) With copy to: Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110-1726 Attn: Mark Stein...Contribution and Distribution Agreement • February 20th, 2019 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to (i) that certain Agreement and Plan of Merger, dated as of April 20, 2018 (the “Merger Agreement”), by and among Henry Schein, Inc. (“Henry Schein”), HS Spinco, Inc. (“Spinco”), HS Merger Sub, Inc., Direct Vet Marketing, Inc. (“Voyager”), and Shareholder Representative Services, LLC, solely in its capacity as the Voyager Stockholders’ Representative (the “Voyager Stockholders’ Representative”), and (ii) that certain Contribution and Distribution Agreement, dated as of April 20, 2018 (the “CDA”), by and among Henry Schein, Spinco, Voyager and, solely for purposes of certain articles thereto, the Voyager Stockholders’ Representative. For purposes of this letter agreement (this “Letter”), capitalized terms used but not otherwise defined in this Letter shall have the meaning ascribed to them in the Merger Agreement or in the CDA, as applicable.
EX-4.31 13 d280954dex431.htm CONTRIBUTION AND DISTRIBUTION AGREEMENT, DATED JUNE 30, 2011 CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • May 5th, 2020 • New York
THIS CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated June 30, 2011 (the “Effective Date”) is entered into by and among TCG Fund I L.P., a limited partnership organized under the laws of the Cayman Islands (“TCG”), Textainer Limited, an exempted company with limited liability organized under the laws of Bermuda (“TL”) and Textainer Marine Containers Limited, an exempted company with limited liability organized under the Laws of Bermuda (“TMCL”).
CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, UWW HOLDINGS, INC. AND, SOLELY FOR PURPOSES OF ARTICLE VI AND ARTICLE X, UWW HOLDINGS, LLC DATED AS OF January 28, 2014Contribution and Distribution Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and between International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a wholly-owned subsidiary of IP (“Spinco”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”), and, solely for purposes of ARTICLE VI and ARTICLE X, UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder” and, together with IP, Spinco and UWWH, the “Parties”).
TABLE OF CONTENTS.............................................................. ............i ARTICLE I DEFINITIONS...................................................................1 ARTICLE II THE...Contribution and Distribution Agreement • February 12th, 2003 • Avaya Inc • Telephone & telegraph apparatus • New York
Re: Amendment No. 3 to Contribution and Distribution Agreement and Amendment No. 2 to Merger AgreementContribution and Distribution Agreement • February 20th, 2019 • Henry Schein Inc • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to (i) that certain Contribution and Distribution Agreement, dated as of April 20, 2018, by and among Henry Schein, Inc. (“Harbor”), HS Spinco, Inc. (“Spinco”), Direct Vet Marketing, Inc. (“Voyager”) and, solely for purposes of certain articles thereto, Shareholder Representative Services, LLC, solely in its capacity as the Voyager Stockholders’ Representative (the “Voyager Stockholders’ Representative”) (as amended, the “CDA”), and (ii) that certain Agreement and Plan of Merger, dated as of April 20, 2018, by and among Harbor, Spinco, HS Merger Sub, Inc., Voyager, and the Voyager Stockholders’ Representative (as amended, the “Merger Agreement”). For purposes of this letter agreement (this “Letter”), capitalized terms used but not otherwise defined in this Letter shall have the meanings ascribed to them in the CDA or in the Merger Agreement, as applicable.
EX-10.46 CONTRIBUTION AND DISTRIBUTION AGREEMENT THIS CONTRIBUTION AND DISTRIBUTION AGREEMENT (the "Agreement") is made and entered into effective as of December 31, 1997 (the "Effective Date"), by and between NU SKIN INTERNATIONAL, INC., a Utah...Contribution and Distribution Agreement • March 22nd, 2007 • Nu Skin Enterprises Inc • Wholesale-drugs, proprietaries & druggists' sundries • Utah
ITEM 1. BUSINESSContribution and Distribution Agreement • November 7th, 2020
Avalon Holdings Corporation (“Avalon”) was formed on April 30, 1998 as a subsidiary of American Waste Services, Inc. (“AWS”). Pursuant to the terms of a Contribution and Distribution Agreement dated as of May 7, 1998 between Avalon and AWS, AWS contributed to Avalon its transportation operations, technical environmental services operations, waste disposal brokerage and management operations, and golf course and related operations, together with certain other assets including the headquarters of AWS and certain accounts receivable. In connection with the contribution, Avalon also assumed certain liabilities of AWS. On June 17, 1998, AWS distributed, as a special dividend, all of the outstanding shares of capital stock of Avalon to the holders of AWS common stock on a pro rata and corresponding basis (the “Spin-off”). Avalon has subsequently discontinued its technical environmental services operations.
ARTICLE II THE CONTRIBUTIONContribution and Distribution Agreement • December 7th, 2001 • Zimmer Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
APPENDIX B CONTRIBUTION AND DISTRIBUTION AGREEMENT This CONTRIBUTION AND DISTRIBUTION AGREEMENT (the "Agreement") is made as of the 27th day of February, 1998 among DeepTech International Inc., a Delaware corporation (the "Company"), Tatham Offshore,...Contribution and Distribution Agreement • May 15th, 1998 • Deeptech International Inc • Crude petroleum & natural gas • Delaware
CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June 13, 2008Contribution and Distribution Agreement • May 6th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • New York
[No documentation was prepared per agreement between the parties since the indebtedness was not represented by promissory notes and was immediately exchanged for a like amount of FIS’s existing Tranche B Term Loans issued under the FIS 2007 Credit Agreement pursuant to the Debt Exchange.]
Opinion of Cravath, Swaine & Moore LLPContribution and Distribution Agreement • January 26th, 2007 • Domtar CORP • Paper mills
We have acted as counsel for Weyerhaeuser Company, a Washington corporation (“Weyerhaeuser”), in connection with (i) a proposed contribution of Weyerhaeuser’s fine paper business to Domtar Paper Company, LLC, a Delaware limited liability company (“Newco”), in exchange for limited liability company interests of Newco (the “Newco Contribution”) and the contribution of all of the issued and outstanding limited liability company interests of Newco to Domtar Corporation, a Delaware corporation that is a newly formed, wholly-owned subsidiary of Weyerhaeuser (“Spinco”), in exchange for common stock of Spinco and $1.35 billion in cash (together with the Newco Contribution, the “Contribution”) pursuant to the Contribution and Distribution Agreement (the “Contribution and Distribution Agreement”), dated as of August 22, 2006 and amended and restated as of January 25, 2007, by and among Weyerhaeuser, Spinco and Newco, (ii) at the election of Weyerhaeuser, either a pro rata distribution to holders
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • March 13th, 2015 • Targa Resources Partners LP • Natural gas transmission • Delaware
This Contribution and Distribution Agreement (this “Agreement”) is made and entered into as of February 27, 2015, by and among Targa Resources Corp., a Delaware corporation (“TRC”), Targa Resources Partners LP, a Delaware limited partnership (“TRP”), Targa Resources GP LLC, a Delaware limited liability company and the general partner of TRP (“TRP GP”), Targa Resources Investments Sub Inc., a Delaware corporation (“Targa Investments”), TRI Resources Inc., a Delaware corporation (“TRI”), Targa Resources LLC, a Delaware limited liability company (“Targa Holdings”), Targa GP Inc., a Delaware corporation (“Targa GP”), Atlas Energy, L.P., a Delaware limited partnership (“ATLS”) and Atlas Pipeline Partners GP, LLC, a Delaware limited liability company (“APL GP”). TRC, TRP, TRP GP, Targa Investments, TRI, Targa Holdings, Targa GP, ATLS and APL GP are sometimes hereinafter each referred to as a “Party” and are collectively referred to as the “Parties.”
CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June ___, 2008Contribution and Distribution Agreement • May 27th, 2008 • Lender Processing Services, Inc. • Services-business services, nec
CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of June ___, 2008 (this “Agreement”), between Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”).
Item 13. ExhibitsContribution and Distribution Agreement • July 3rd, 2007 • Wom Inc • Blank checks
ITEM 1. BUSINESSContribution and Distribution Agreement • October 23rd, 2020
Avalon Holdings Corporation (“Avalon”) was formed on April 30, 1998 as a subsidiary of American Waste Services, Inc. (“AWS”). Pursuant to the terms of a Contribution and Distribution Agreement dated as of May 7, 1998 between Avalon and AWS, AWS contributed to Avalon its transportation operations, technical environmental services operations, waste disposal brokerage and management operations, and golf course and related operations, together with certain other assets including the headquarters of AWS and certain accounts receivable. In connection with the contribution, Avalon also assumed certain liabilities of AWS. On June 17, 1998, AWS distributed, as a special dividend, all of the outstanding shares of capital stock of Avalon to the holders of AWS common stock on a pro rata and corresponding basis (the “Spin-off”). Avalon subsequently sold the assets of the laboratory services and remediation business and discontinued the engineering and consulting businesses which were part of the te
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • March 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
CONTRIBUTION AND DISTRIBUTION AGREEMENT between THE SCOTTS MIRACLE-GRO COMPANY and TRUGREEN HOLDING CORPORATION dated as of December 10, 2015Contribution and Distribution Agreement • February 11th, 2016 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of December 10, 2015 (this “Agreement”), is entered into by and between The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts”), and TruGreen Holding Corporation, a Delaware corporation (“TruGreen Holdings” and, together with Scotts, the “Parties”).
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • April 29th, 2019 • Brigham Minerals, Inc. • Crude petroleum & natural gas • Delaware
This Contribution and Distribution Agreement (this “Agreement”) is made and entered as of April 23, 2019 (the “Effective Date”) by and among:
FORM OF CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • May 15th, 2018 • Us LBM Holdings, Inc. • Wholesale-lumber & other construction materials • Delaware
This Contribution and Distribution Agreement (the “Agreement”) is entered into as of [·], 2018, by and among LBM Acquisition, LLC, a Delaware limited liability company (“Acquisition”), US LBM Holdings, Inc., a Delaware corporation (“IPOco”), KIA IX (Hammer) Investor, L.P., a Delaware limited partnership (“Investor”), BEP/US LBM Blocker Corporation, a Delaware corporation (“BlackEagle Blocker”), BEP/US LBM Investors, LLC, a Delaware limited liability company (“LBM Investors”), US LBM Intermediate Investors, LLC, a Delaware limited liability company (“LBM Intermediate Investors”), KIA IX (Hammer) Blocker, LLC, a Delaware limited liability company (“KIA Blocker”), Kelso Hammer Co-Investment Blocker, LLC, a Delaware limited liability company (“Co-Investment Blocker” and, together with KIA Blocker, the “Kelso Blockers”), LBM Acquisition Vehicle, LLC, a Delaware limited liability company (“Acquisition Vehicle”), and LBM Midco, LLC, a Delaware limited liability company (“Midco”). Capitalized
RECITALS:Contribution and Distribution Agreement • July 30th, 1997 • Wellsford Real Properties Inc • Real estate investment trusts • Maryland
CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June 13, 2008Contribution and Distribution Agreement • July 9th, 2008 • Lender Processing Services, Inc. • Services-business services, nec
AMENDMENT NO. 1 TO THE CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • June 5th, 2014 • Veritiv Corp • Wholesale-paper & paper products
This AMENDMENT NO. 1, dated as of May 28, 2014 (this “Amendment”), to the Contribution and Distribution Agreement, dated as of January 28, 2014 (the “Distribution Agreement”), is entered into by and among International Paper Company, a New York corporation (“IP”), Veritiv Corporation (f/k/a xpedx Holding Company), a Delaware corporation (“Spinco”), UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Distribution Agreement, and all references to Recitals, Articles and Sections herein are references to Recitals, Articles and Sections of the Distribution Agreement.
ContractContribution and Distribution Agreement • September 30th, 2019 • Mediaco Holding Inc. • Radio broadcasting stations • New York
THIS NOTE IS SUBJECT TO THE PROVISIONS OF A CONTRIBUTION AND DISTRIBUTION AGREEMENT, DATED THE DATE HEREOF, BY AND AMONG, MEDIACO HOLDINGS INC., THE HOLDER (AS DEFINED BELOW) AND THE OTHER PARTIES IDENTIFIED THEREIN.
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • May 13th, 2010 • Symbion Inc/Tn • Services-offices & clinics of doctors of medicine • Delaware
This Contribution and Distribution Agreement (this “Agreement”) is made as of April 9, 2010, by and among SMBI Idaho, LLC, a Tennessee limited liability company (“Symbion”), Mountain View Hospital, LLC, an Idaho limited liability company (the “Company”), the unitholders of the Company listed on Exhibit B hereto (the “Existing Unitholders”) and the Persons identified on Exhibit B as Owners of Existing Unitholders. Symbion, the Company, the Existing Unitholders and the Owners are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Terms used in this Agreement with their initial letters capitalized are defined in Exhibit A.
CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • March 4th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AND DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into as of the 9th day of December, 2014 (the “Effective Date” ), by and among BR Berry Hill Managing Member, LLC, a Delaware limited liability company (“MMI”), BR Berry Hill Managing Member II, LLC, a Delaware limited liability company (“MMII”), Bluerock Special Opportunity + Income Fund III, LLC, a Delaware limited liability company (“SOIF III”) and BEMT Berry Hill, LLC, a Delaware limited liability company (“BEMT”).
FORM OF CONTRIBUTION AND DISTRIBUTION AGREEMENT between FIDELITY NATIONAL INFORMATION SERVICES, INC. and LENDER PROCESSING SERVICES, INC. dated as of June ___, 2008Contribution and Distribution Agreement • June 10th, 2008 • Lender Processing Services, Inc. • Services-business services, nec
CONTRIBUTION AND DISTRIBUTION AGREEMENT, dated as of June ___, 2008 (this “Agreement”), between Fidelity National Information Services, Inc., a Georgia corporation (“FIS”), and Lender Processing Services, Inc., a Delaware corporation (“LPS”).