Contributed Assets. In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.
Contributed Assets. (a) The Contributed Assets, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) are sufficient to conduct the Businesses in a manner materially consistent with the Financial and Operational Information.
(b) P66 Company or its Affiliates are, and as of the Effective Date, the Partnership will be, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands on which any Contributed Assets are located that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale), are sufficient to enable the Partnership to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date or when fully constructed as contemplated by the Transaction Documents, P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, valid and insurable title in fee to all real property and interests in real property constituting part of the Contributed Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Assets, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates own, and as of the Effective Date, the Partnership will own, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.8, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes...
Contributed Assets. The Contributed Assets will be assigned by CSI to ------------------ the Company pursuant to this Agreement hereof on an "AS IS" basis, without any representations or warranties whatsoever, except as provided in Section 7.1 hereof. Without limiting the generality of the foregoing, CSI DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Contributed Assets. Upon and subject to the terms and conditions of this ------------------ Agreement, and except as provided in Sections 3, 8.3 and 8.4 hereof, effective as of the Transformation Date, CSI hereby agrees to assign, transfer, convey and deliver and to cause all of its direct and indirect subsidiaries other than the Company Transferred Subsidiaries to assign, transfer, convey and deliver to the Company (or the applicable subsidiary of the Company pursuant to Section 8.2 hereof) all of their respective rights, title and interest in the following properties and assets (the "Contributed Assets") to the extent not already held by the Company: ------------------
Contributed Assets. For purposes of paragraph (i)(5)(i) of this section, if the S corporation contributes any assets to the partnership during the recognition period and the S corporation held the assets as of the beginning of the rec- ognition period, the fair market value of the S corporation’s partnership in- terest as of the beginning of the rec- ognition period is determined as if the assets were contributed to the partner- ship before the beginning of the rec- ognition period (using the fair market value of each contributed asset as of the beginning of the recognition pe- riod). The contribution does not affect whether paragraph (i)(5)(i) of this sec- tion applies for taxable years in the recognition period before the taxable year in which the contribution was made.
Contributed Assets. (a) Such Parent Party owns, directly or indirectly, and has good and valid title to all such Parent Party's Contributed Assets, free and clear of all Liens, except Permitted Liens.
(b) Neither such Parent Party nor any of its Affiliates owns (or will own as of the Closing) any asset, property or right, tangible or intangible, that is primarily used in the business or operations of its Existing Business, other than, in each case, such assets, properties and rights that are being Contributed to the Partnership in accordance with this Agreement. Such Parent Party's Contributed Assets are sufficient for the conduct of its business by the Partnership immediately following the Closing in substantially the same manner as currently conducted by such Parent Party.
Contributed Assets. In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to Premier LP with an adjusted basis for federal income tax purposes different from its initial Asset Value shall, solely for tax purposes, be allocated among the Partners so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.
Contributed Assets. Subject to the terms and conditions of this Agreement, at the Closing, Contributor shall contribute, transfer, convey, assign and, subject to and in accordance with Section 4.5 hereof, deliver to Company, and Company shall acquire from Contributor, all of Contributor’s right, title and interest in the assets, properties, goodwill and rights of Contributor that are primarily used (or primarily have been used) in, result from (to the extent provided below), or primarily relate to, the conduct of the Business as of or prior to the Closing Date of every nature, kind and description, tangible and intangible, wherever located, whether or not carried on the books of Contributor, free and clear of all Encumbrances (collectively, the “Contributed Assets”), including, without limitation, the assets listed below, except those assets expressly identified as Excluded Assets in Sections 2.2(a)-2.2(i) hereof. Where reference is made to assets, properties, goodwill and rights that “have been used in [. . .] the conduct of the Business,” such references shall be interpreted to mean only the relevant assets, properties, goodwill and rights that Contributor owns or otherwise has rights to as of the Closing Date.
Contributed Assets. In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed (or deemed contributed for income tax purposes) to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Treasury Regulations. All tax allocations required by this Section 5.2(b) and 5.2(c) shall be made using the so called “traditional method” described in Regulation 1.704-3(b).
Contributed Assets. The Asset List includes all of the assets, intellectual property rights, employees and Contracts that are currently used for the operation of the Used Automobile Business as currently operated, other than assets that are immaterial or unnecessary to the Used Automobile Business as a whole.
