LLC Conversion. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DRULPA and the DLLCA, at the LLC Conversion Effective Time, Surviving Titanium OP shall be converted into a Delaware limited liability company (the “Reorganized Titanium Operating Company”) and the members thereof shall adopt the Reorganized Titanium Operating Company Operating Agreement (the “LLC Conversion” and, together with the Merger, the Partnership Merger, and the other transactions contemplated herein, the “Transactions”).
LLC Conversion. Subject to compliance with the Loan Documents, the General Partner shall have the right to convert the form of organization of the Company from a limited partnership to a limited liability company at any time so long as the economic interests, and the other rights under this Agreement of the Class A Limited Partners and the Class B Limited Partners are unaffected by the conversion. The Class A Limited Partners and the Class B Limited Partners hereby agree to such conversion. The costs in connection with such conversion shall be borne by the Company.
LLC Conversion. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, Sirius and New Sirius shall cause Sirius to be converted into Sirius LLC at the LLC Conversion Effective Time. At the LLC Conversion Effective Time, Sirius shall cease to exist as a corporation and shall continue to exist as a limited liability company under the Laws of the State of Maryland.
LLC Conversion. (i) Subject to Section 1.01(b)(iv), on the Closing Date, following the Impax Merger Effective Time and prior to the Contribution, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”), the Surviving Company shall be converted from a Delaware corporation to a Delaware limited liability company (the “LLC Conversion”).
LLC Conversion. Before the Closing, and in accordance with Section 266 of the General Corporation Law of the State of Delaware and Section 18-214 of the Limited Liability Company Act of the State of Delaware, the Seller shall cause the Company to be converted into a Delaware limited liability company.
LLC Conversion. Prior to the Closing, each of Aquilex Corporation, Aquilex Finance Corp., Aquilex Hydrochem, Inc., Aquilex HydroChem Industrial Cleaning, Inc., Aquilex Specialty Repair and Overhaul, Inc., Aquilex WSI, Inc. and Aquilex SMS, Inc. shall convert to a single-member limited liability company treated as a disregarded entity for U.S. federal income tax purposes.
LLC Conversion. Notwithstanding anything to the contrary contained in this Agreement, (i) except to the extent such Liability arises from the failure of Seller or Owners to complete a step of the Reorganization, including making applicable Tax elections required to be completed; or (ii) except with respect to Taxes arising from the LLC Conversion prior to the Closing, neither Seller nor any Owner shall have any Liability of any kind with respect to the LLC Conversion or the effects thereof, all of which shall be at the sole risk and liability of Buyer, including (a) any liability arising from any assertion by any Governmental Authority that the LLC Conversion gives rise to a requirement that any Government Contract be novated, or that the consent or approval of any Governmental Authority is required in connection therewith, (b) any breach of any representation or warranty contained in this Agreement or in any Transaction Document, or in any schedule, certificate or other writing delivered pursuant hereto or thereto, arising solely as a result of any of the LLC Conversion and (c) any Transfer Taxes arising in connection with the transactions contemplated by the LLC Conversion. 5.6
LLC Conversion. Prior to the Closing, each of the Sellers shall take such actions as are necessary to cause the Company to be converted into a limited liability company under the laws of the State of Texas in accordance with the Texas Limited Partnership Law, as amended, and the Texas Limited Liability Company Law, as amended, effective immediately prior to the Closing having such limited liability company agreement and other organizational documents as determined by Purchaser (the “Conversion”). Upon consummation of the Conversion, notwithstanding anything to the contrary in this Agreement: (x) each Seller shall receive membership interests or other equity or ownership interests of the Company as a limited liability company in proportion to his or its Pro Rata Share of the total partnership interests in the Company as a limited partnership, and (y) all references to the “Interests” in this Agreement shall be deemed to refer to one hundred percent (100%) of the membership interests or other equity or ownership interests of the Company as a limited liability company, and any assignments of the “GP Interests” or the “LP Interests” shall instead refer to assignments of such membership interests or other equity or ownership interests of the Company as a limited liability company. For the avoidance of doubt, all references to the “Company” in this Agreement, or in any Contract executed and delivered in connection with this Agreement, shall be deemed to also be references to the Company after the Conversion.
LLC Conversion. The Company shall have effected the LLC Conversion and delivered evidence of the LLC Conversion to Parent.
