OCI USA definition
Examples of OCI USA in a sentence
In addition, OCI USA shall be responsible for all costs, liabilities and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with the implementation of any conveyance or delivery pursuant to Article IV (to the extent related to any of the contributions, distributions, conveyances and deliveries to be made under Article II).
Upon the expiration of the Option Period, any Option Units not purchased by the Underwriters pursuant to the Underwriting Agreement will be issued on a deferred basis to OCI USA and for no additional consideration as part of the contribution transactions described in Section 2.2.
Upon OCI USA’s contribution of such Operating Company Interests to the Partnership, (a) the Partnership shall be and hereby is admitted as the sole member of the Operating Company, (b) OCI USA shall and does hereby cease to be a member of the Operating Company and shall thereupon cease to have or exercise any right or power as the sole member of the Operating Company and (c) the Operating Company shall be and hereby is continued without dissolution.
Except for the transaction expenses set forth in Section 2.5, OCI USA shall pay all expenses, fees and costs, including, but not limited to, all sales, use and similar taxes arising out of the contributions, distributions, conveyances and deliveries to be made under Article II and shall pay all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith.
The Partnership hereby redeems the Initial LP Interest held by OCI USA and hereby refunds and distributes to OCI USA the initial contribution, in the amount of $1,000, made by OCI USA in connection with the formation of the Partnership, along with 100% of any interest or other profit that resulted from the investment or other use of such initial contribution.
The General Partner and OCI USA, as the organizational limited partner, shall amend and restate the Original Partnership Agreement by executing and delivering the Partnership Agreement, with such changes as the General Partner and OCI USA may agree.
Within 30 days after delivery by OCI USA of a Partnership Group Pro Forma Combined Return to the Partnership calculating the Partnership Group Combined Tax Liability with respect to a Combined Return, the Partnership shall pay to OCI USA such Partnership Group Combined Tax Liability less the amount of any Partnership Group Deposit relating to the same Combined Return.
The Services shall be consistent in nature and quality to the services of such type previously provided by OCI USA in connection with the management and operation of the Assets prior to the Closing Date.
None of OCI USA, the General Partner, the Partnership or the Operating LLC owns or, at the Closing Time and each Date of Delivery, after giving effect to the Formation Transactions, will own, directly or indirectly, an equity interest in, or long-term debt securities of, any corporation, partnership, limited liability company, joint venture, association or other entity, other than another Partnership Party.
OCI USA hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership all right, title and interest in and to all of the Operating Company Interests in exchange for 60,375,000 Common Units representing an approximate 77.5% limited partner interest in the Partnership, and the Partnership hereby accepts such Operating Company Interests.