LLC Contribution definition
Examples of LLC Contribution in a sentence
Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(e) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Ashland LLC Contribution, except as otherwise required by applicable Law or a Determination.
No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the date of the Ashland LLC Contribution.
Neither the transfer of the Sprint Assets to the Transfer Entities nor the LLC Contribution will require compliance with the New Jersey Industrial Site Recovery Act or with Sections 22a-134 through 22a-134e of the Connecticut General Statutes (commonly known as the Connecticut Transfer Act), each as amended.
For the avoidance of doubt, Clearwire Transaction Tax Items shall not include any items of income or gain of Sprint or any of its Subsidiaries (including any income or gain of Subsidiaries of Sprint that become Subsidiaries of NewCo in the LLC Contribution).
Except as set forth on Section 7.14 of the Sprint Disclosure Schedule and except for the Sprint Pre-Closing Financing to be assumed by Sprint Sub LLC in accordance with Section 1.2 prior to the LLC Contribution, Sprint Sub LLC, the Transfer Entities and their respective Subsidiaries are free of all Liabilities.
NewCo LLC will repay, or cause to be repaid, in full, in accordance with the terms of the Assumed Note and Section 1.2(b), the Sprint Pre-Closing Financing that was assumed by Sprint Sub LLC prior to the LLC Contribution.
The consummation of the LLC Contribution at the Closing in accordance with Article 3.
Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if it had occurred immediately prior to the Ashland LLC Contribution, except as otherwise required by applicable Law or a Determination.
Upon the terms and subject to the conditions of this Agreement and the LLC Contribution Agreement, as of the Closing Date, Autodata shall assign, transfer and deliver to the Company, its successors and assigns all of the right, title and interest of Autodata in and to the assets set forth on Schedule 2.1(b) attached hereto (the “LLC Autodata Assets”).
Section 1.1 Organization of Contribution LLC; Contribution of Contributed Assets to the Contribution LLC; Contribution of Contribution LLC to PC Member.