United LLC's Contribution to Company Sample Clauses

United LLC's Contribution to Company. (a) Contribution of United LLC Assets: At the Operational Closing, in addition to any cash amount required by the LLC Agreement, except as the Parties may otherwise agree, the UCB Parties and United LLC shall contribute to the Company the economic benefit derived from the use of (i) all rights and interest of UCB Parties and United LLC to real property used by any of them in the wholesale marketing of plant food and crop protection products in North America listed on Schedule 1.5(a) (the "United LLC Real Property") (ii) all of the rights and interest in the Assigned Investments and Agreements listed on Schedule 1.5(a) attached hereto (including, without limitation, all interest and title to, and goodwill attendant thereto, its ownership, equity, and governance interests in WilFarm, Cenex/LOL Agronomy Company, Agro Distribution LLC, Omniun LLC, Imperial Inc., and RSA Microtech, Inc.), (iii) all rights and interest in Other Assets (as defined below) and (iv) the personal property listed on Schedule 1.5(a) attached hereto (the "United LLC Personal Property") (collectively, the "United LLC Contributed Assets"). Farmland will also contribute or, pursuant to the contract with Wilbur Ellis attached hereto as Exhibit C (to be provided no laxxx xxxx xxx Operational Closing) will cause Wilbur Ellis to contribute its ownership, equity, and governancx xxxxxxxxx in WilFarm and goodwill attendant thereto. The Parties hereby acknowledge and agree that the United LLC Contributed Assets shall be deemed for all purposes to have been contributed to the Company effective as of the Effective Date, and the net earnings or loss arising from the assets from the Effective Date until the actual date of Closing shall be included among the assets to be contributed pursuant to this Agreement. The parties further agree that the earnings and loss arising from operation of such assets prior to the Effective Date, including without limitation chemical rebates earned on business conducted prior to January 1, 2000, shall inure to the UCB Parties.
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Related to United LLC's Contribution to Company

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

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  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

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  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action, whether at law or in equity, against the Partnership or any Partner.

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