Contribution of CPLLC Interest Sample Clauses

Contribution of CPLLC Interest. (a) Holdings hereby grants, contributes, transfers, assigns and conveys to MLP, its successors and assigns, all right, title and interest of Holdings in and to a portion of its membership interest in CPLLC (the "CPLLC Majority Interest"), such portion to be specifically determined by the parties hereto, and hereby grants, contributes, transfers, assigns and conveys to CEI, its successors and assigns, all right, title and interest of Holdings in and to a portion of its membership interest in CPLLC (the "CPLLC Minority Interest"), such portion to be specifically determined by the parties hereto, and MLP hereby accepts the CPLLC Majority Interest as a contribution to the capital of MLP in exchange for a portion of the limited partner interests in MLP, such portion to be specifically determined by the parties hereto, and CEI hereby accepts the CPLLC Minority Interest as a capital contribution. The sum of the portions of the membership interests in CPLLC to be contributed to CEI and MLP shall equal 100% of such membership interest. (b) CEI hereby grants, contributes, transfers, assigns and conveys to GP LLC, its successors and assigns, all right, title and interest of Holdings in and to the CPLLC Minority Interest, and GP LLC hereby accepts the CPLLC Minority Interest as a contribution of capital. (c) GP LLC hereby grants, contributes, transfers, assigns and conveys to GP LP, its successors and assigns, all right, title and interest of GP LLC in and to the CPLLC Minority Interest, and GP LP hereby accepts the CPLLC Minority Interest as a contribution of capital. (d) GP LP hereby grants, contributes, transfers, assigns and conveys to MLP, its successors and assigns, all right, title and interest of GP LP in and to the CPLLC Minority Interest, and MLP hereby accepts the CPLLC Minority Interest as a contribution to the capital of MLP in exchange for a portion of the limited partner interests in MLP (the "MLP Interest"), such portion to be specifically determined by the parties hereto. (e) MLP hereby grants, contributes, transfers, assigns and conveys to OLP, its successors and assigns, all right, title and interest of MLP in and to the CPLLC Majority Interest and the CPLLC Minority Interest, and OLP hereby accepts the CPLLC Majority Interest and the CPLLC Minority Interest as a capital contribution.
Sample 1
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Contribution of CPLLC Interest. Pursuant to the form of Assignment attached hereto as Exhibit D: (a) Holdings will grant, contribute, transfer, assign and convey to MLP, its successors and assigns, all right, title and interest of Holdings in its membership interest in CPLLC (the "CPLLC Interest"), and MLP will accept the CPLLC Interest as a contribution to the capital of MLP. (b) MLP will grant, contribute, transfer, assign and convey to OLP, its successors and assigns, all right, title and interest of MLP in and to the CPLLC Interest, and OLP will accept the CPLLC Interest as a capital contribution.
Sample 1
Contribution of CPLLC Interest. Section 2.6 Transfer of Interests by Holdings to GP LP. Section 2.7 Amendment and Restatement of OLP GP Agreement. Section 2.8 Amendment and Restatement of OLP Agreement. Section 2.9
Sample 1

Related to Contribution of CPLLC Interest

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Allocation of Contributions You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • Initial Capital Contribution of Owner Trust Estate The Transferor hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Transferor, as of the date hereof, of the foregoing contribution, which shall constitute the initial Owner Trust Estate and shall be deposited in the Certificate Distribution Account. The Transferor shall pay organizational expenses of the Issuer as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • The Contribution Prior to the Effective Time, and subject to the terms and conditions set forth in the Distribution Agreement, Grace intends to cause the transfer to a wholly owned subsidiary of Grace-Conn. ("Packco") of certain assets and liabilities of Grace and its subsidiaries predominantly related to the Packaging Business (the "Contribution"), as contemplated by the Distribution Agreement and the Other Agreements.

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Initial Capital Contribution of Trust Estate As of the date of the Original Trust Agreement, the Seller sold, assigned, transferred, conveyed and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of such date, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Collection Account.

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