Contribution of the Subject Interests Sample Clauses

Contribution of the Subject Interests. Upon the terms and subject to the satisfaction or written waiver of the conditions contained in this Agreement, at the Closing (as defined below), (a) Contributor shall contribute, assign, transfer and deliver to Acquiror, and Acquiror shall accept and acquire from Contributor, all right, title and interest in the Subject Interests and (b) Acquiror shall (i) issue and deliver to ETP (A) 19,191,351 Acquiror Common Units (the “Common Units Consideration”) and (B) 6,397,965 Class B units representing limited partner interests in Acquiror (the “Acquiror Class B Units” and, together with the Common Units Consideration, the “Equity Consideration”) having the rights and obligations specified in the Second Amended and Restated Agreement of Limited Partnership of USA Compression Partners, LP, a form of which is attached hereto as Exhibit B (the “Acquiror Amended Partnership Agreement”) and (ii) distribute or cause to be distributed to ETP $1,225,000,000.00 in immediately available funds (the “Base Cash Consideration” and, together with the Equity Consideration, the “Consideration”). The Consideration shall be issuable or payable, as applicable, by Acquiror to ETP in accordance with Section 2.3(b)(i) and Section 2.3(b)(ii), and the Base Cash Consideration shall be subject to increase or decrease by the Purchase Price Adjustment Amount in accordance with Section 2.4.
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Contribution of the Subject Interests. MRD LLC hereby contributes, assigns, transfers, sets over and delivers to the Company, for its own use forever, all of its right, title and interest to and in the Subject Interests and the Subject Governing Documents, in exchange for the Shares.
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Contribution of the Subject Interests. ISSUANCE OF THE UNITS AND CONSIDERATION 2.1 The Transaction. Upon the terms and subject to the conditions of this Agreement, at the Closing, but effective for all purposes as of the Effective Time (i) HOLDINGS shall cause the Subject Interests to be assigned to DCP SOUTH CENTRAL in exchange for the delivery by MLP of the Consideration to HOLDINGS pursuant to Section 2.2, and (ii) DCP SOUTH CENTRAL shall assume and thereafter timely perform and discharge in accordance with their respective terms, all Assumed Obligations.
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Contribution of the Subject Interests. Subject to the terms and conditions contained in this Agreement, (a) each of the Contributor Parties hereby contributes, assigns, transfers and delivers to the Partnership, and the Partnership hereby accepts and acquires from such Contributor Party, all right, title and interest in and to the Subject Interests owned by such Contributor Party and (b) the Partnership hereby issues and delivers to the Contributor Parties the common units representing limited partner Interests in the Partnership (“Common Units”) as set forth on Schedule 2.1 under the column labeled “Consideration (Total Number of Common Units)” (the “Consideration”).
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Contribution of the Subject Interests 
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Related to Contribution of the Subject Interests

  • 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.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • 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.

  • Contribution Rights In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.

  • 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.

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Contributions Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

  • Charitable Contributions Make any charitable or similar contributions, except in amounts not to exceed five thousand dollars ($5,000) individually, and twenty thousand dollars ($20,000) in the aggregate.

  • 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.

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