Contribution to Partnership Sample Clauses
The 'Contribution to Partnership' clause defines the obligations of each partner to provide specific resources, such as cash, property, or services, to the partnership. It typically outlines the type, value, and timing of each partner's contribution, and may address how additional contributions are handled or what happens if a partner fails to contribute as agreed. This clause ensures that all partners are clear on their initial and ongoing commitments, helping to prevent disputes and ensuring the partnership has the necessary resources to operate effectively.
Contribution to Partnership. It is the express intent of Transferee and the Transferor Parties that the transactions contemplated by Section 1.5 hereof constitute a tax free contribution to a partnership under Section 721 of the Code. The Transferor Parties and Transferee shall negotiate in good faith a determination of the fair market value of each of the respective Contributed Assets as soon as reasonably practicable following the date of this Agreement and, in any event, no later than 60 days after the Closing. If the determination is not agreed upon within 60 days after the Closing, then Transferee and the Transferor Parties agree that the determination shall be made based upon an asset valuation supplied by an independent accounting firm or appraiser, in either case with substantial experience in valuing petroleum product pipelines and terminals and mutually acceptable to Transferee and the Transferor Parties. The cost of such appraisal shall be shared equally by Transferee and the Transferor Parties. The appraisal, if required, shall be procured and provided to Transferee and the Transferor Parties within 120 days after the Closing. Transferee and the Transferor Parties agree that the determination of the fair market value of the Contributed Assets pursuant to this Section 1.8 shall be used for purposes of applying Section 704(c) of the Code to the Contributed Assets, and that the variation between the fair market value of the Contributed Assets and the adjusted tax basis of the Contributed Assets will be taken into account under the "remedial method" as described in Treasury Regulation Section 1.704-3(d). Transferee and the Transferor Parties further agree that they shall report the federal, state, municipal, local and other Tax consequences of the contribution and acquisition hereunder in a manner consistent with this Section 1.8 and they shall not take any position inconsistent therewith in connection with any Tax return, refund claim, litigation or otherwise. The parties hereby acknowledge that none of the parties has made, or is making in this Agreement, any representation to any other party concerning any of the Tax effects or consequences of the transactions provided for in this Agreement and that each party has obtained ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT independent Tax advice with respect thereto and upon which it has solely relied; provided that this sentence shall not limit the obligations of any party hereto with respect to any covenants of such party...
Contribution to Partnership