Contribution of Petro 2 Cracker to OpCo Sample Clauses

Contribution of Petro 2 Cracker to OpCo. WPT shall contribute certain assets, including an ethylene cracker in Lake Charles, Louisiana and certain assets related thereto, but expressly excluding the land underlying such assets, to OpCo, and OpCo shall accept such contribution (the “Petro 2 Contribution”, and together with the Xxxxxxx City Contribution and the Petro 1 Contribution, the “Asset Contributions”), pursuant to a Conveyance Excluding Land, substantially in the form attached hereto as Exhibit 2.3(a) and a Xxxx of Sale and Assignment, substantially in the form attached hereto as Exhibit 2.3(b). In consideration for the Petro 2 Contribution, OpCo shall (i) issue OpCo Interests to WPT in accordance with Section 2.6, (ii) assume notes associated with the property contributed and (iii) distribute $____ to WPT, which, to the maximum extent possible, shall be treated as reimbursement of preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d).
Sample 1
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Contribution of Petro 2 Cracker to OpCo. WPT shall contribute certain assets, including an ethylene cracker in Lake Charles, Louisiana and certain assets related thereto, but expressly excluding the land underlying such assets, to OpCo, and OpCo shall accept such contribution (the “Petro 2 Contribution”, and together with the Xxxxxxx City Contribution and the Petro 1 Contribution, the “Asset Contributions”), pursuant to a Conveyance Excluding Land, substantially in the form attached hereto as Exhibit 2.3(a) and a Xxxx of Sale and Assignment, substantially in the form attached hereto as Exhibit 2.3(b). In consideration for the Petro 2 Contribution, OpCo shall (i) issue OpCo Interests to WPT in accordance with Section 2.6, (ii) assume notes associated with the property contributed and (iii) distribute to WPT an amount up to the amount of preformation capital expenditures incurred with respect to the assets contributed by WPT during the period from August 5, 2012 through July 31, 2013 that are reimbursable preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d), and which distribution shall be treated, to the maximum extent possible, as reimbursement of preformation capital expenditures within the meaning of Treasury Regulation Section 1.707-4(d).
Sample 1

Related to Contribution of Petro 2 Cracker to OpCo

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  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

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  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • CAMPAIGN CONTRIBUTION AND SOLICITATION LIMITATIONS No state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee (which includes town committees). In addition, no holder or principal of a holder of a valid prequalification certificate, shall make a contribution to (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of State senator or State representative, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee. On and after January 1, 2011, no state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall knowingly solicit contributions from the state contractor's or prospective state contractor's employees or from a subcontractor or principals of the subcontractor on behalf of (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee. State contractors and prospective state contractors are required to inform their principals of the above prohibitions, as applicable, and the possible penalties and other consequences of any violation thereof. Contributions or solicitations of contributions made in violation of the above prohibitions may result in the following civil and criminal penalties: Civil penalties—Up to $2,000 or twice the amount of the prohibited contribution, whichever is greater, against a principal or a contractor. Any state contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals of these prohibitions and the possible consequences of their violations may also be subject to civil penalties of up to $2,000 or twice the amount of the prohibited contributions made by their principals. Criminal penalties—Any knowing and willful violation of the prohibition is a Class D felony, which may subject the violator to imprisonment of not more than 5 years, or not more than $5,000 in fines, or both.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Campaign Contribution Restrictions For all State contracts as defined in C.G.S. § 9-612(g) the authorized signatory to this Contract expressly acknowledges receipt of the State Elections Enforcement Commission’s (“SEEC”) notice advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principles of the contents of the notice. See Form reproduced and inserted below.

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