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. 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) 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.
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.
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.
