Contributions at Closing. On the Closing Date, (a) Shipping Master has contributed to the Company the USS Chartering Interest (as defined in the Closing Contribution Agreement), which interest the Company will, pursuant to the Closing Contribution Agreement, convey to the MLP in exchange for a continuation of the Company’s general partner interest in the MLP and the Incentive Distribution Rights (as defined in the MLP Agreement), and (b) each Executive Member has contributed in cash the amount, if any, set forth in the books and records of the Company. The Members agrees that the Fair Market Value of the Capital Contributions made by Shipping Master on or prior to the Closing Date are equal to the sum of the Fair Market Values of the General Partner Interest and the Incentive Distribution Right. The Fair Market Value of the General Partner Interest on the Closing Date shall be equal to the product of (x) the price per Common Unit in the initial public offering of the MLP and (y) the number of Common Units equivalent to the 2% General Partner Interest in the MLP. The Fair Market Value of the Incentive Distribution Right on the Closing Date shall be determined in good faith by the Company Board. Following the foregoing transactions, and by execution of this Agreement, each Member shall hold the Units set forth opposite his or its name on Schedule A.
Contributions at Closing. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein), the Contributors shall contribute to the New Partners, and the New Partners shall acquire from such Contributors, free and clear of all liens, claims and encumbrances of any type or nature, the Transferred Interests and all benefits and advantages to be derived therefrom, including, without limitation, all right, title and interest associated with the Transferred Interests in and to (i) the capital accounts of such Contributors, (ii) distributions by the Partnership, and (iii) allocable shares with respect to profits and losses of the Partnership.
Contributions at Closing. Immediately prior to the consummation of the transactions contemplated by the Merger Agreement (and as an integral part of the closing of the Mergers), each Existing Azteca Stockholder shall contribute, transfer, assign, convey and deliver to the Company, absolutely and unconditionally, without consideration, such number of shares of Azteca Common Stock set forth below next to such Existing Azteca Stockholder's name, free and clear of all liens and other encumbrances of any kind. Sponsor 208,000 Fleissig 16,000 Alban 16,000 Xxxxxxxx 5,000 Xxxx 5,000 Total 250,000
Contributions at Closing. At the Closing, and pursuant to the terms of the Contribution Agreement:
(1) TCI will contribute or cause to be contributed to the Partnership, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (other than liabilities and liens specified in the
Contributions at Closing. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 7.1), the Contributors shall contribute to the Partnership, and the Partnership shall acquire from the Contributors, free and clear of all Encumbrances (other than applicable securities law restrictions and subject to the terms and conditions of the limited partnership agreements for the Project Partnerships), the Interests (other than the Retained Interests) and all benefits and advantages to be derived therefrom, including, without limitation, all right, title and interest associated with the Interests (other than the Retained Interests) in and to the capital accounts of the Contributors, rights of the Contributors to distributions made after the Closing and allocable shares of the Contributors with respect to profits and losses.
Contributions at Closing. (a) On the Closing Date and pursuant to the Contribution and Conveyance Agreement, Holding will contribute its 100% membership interest in the Company to the General Partner as a capital contribution, in exchange for a continuation of Holding's 100% ownership interest in the General Partner;
(b) On the Closing Date and pursuant to the Contribution and Conveyance Agreement, the General Partner will contribute its 100% ownership interest in the Company to the MLP in exchange for (a) a continuation of its 2% general partner interest in the MLP, (b) the issuance of the incentive distribution rights, (c) a 55.4% limited partner interest in the MLP and (d) the right to receive cash sourced to new debt;
(c) On the Closing Date and pursuant to the Contribution and Conveyance Agreement, the MLP shall contribute the cash received from the Initial Public Offering of Common Units after payment of expenses; and
(d) On the Closing Date and pursuant to the Contribution and Conveyance Agreement, the Company will contribute cash received from the MLP to Rocky Mountain Pipeline System LLC and to Pacific Pipeline System LLC as capital contributions, in exchange for a continuation of its 100% membership interests in these entities, which amount shall be used to retire an equal amount of the entities' then-existing debt. Following the foregoing transactions, and by execution of this Agreement, the MLP shall hold 100% of the Membership Interests in the Company.
Contributions at Closing. (a) On the Closing Date and pursuant to the Contribution and Conveyance Agreement, the following will occur:
(i) Holding contributes its 100% Membership Interest to the General Partner;
(ii) The General Partner then contributes its 100% Membership Interest to the MLP in exchange for (a) a continuation of its 2% general partner interest in the MLP, (b) the issuance of Incentive Distribution Rights, as defined in the MLP Agreement, (c) a 57.7% limited partner interest in the MLP and (d) the right to receive $104,178,000 of proceeds from the Term Loan;
(iii) The Initial Public Offering will be consummated pursuant to which the public, through the Underwriters, will contribute $167,700,000 ($155,961,000, net of Underwriters' fees and commissions of $11,739,000) to the MLP in exchange for a 40.3% limited partner interest in the MLP;
(iv) The Company will borrow (a) $138,000,000 under the Term Loan, (b) pay certain fees and expenses relating to the Credit Facility, (c) contribute $4,933,000 to Frontier LLC and (d) distribute $104,178,000 to the MLP;
(v) The MLP will (a) pay transaction expenses of approximately $4,200,000 in connection with the Initial Public Offering and (b) contribute $151,761,000 to the Company;
(vi) The Company will use $151,761,000 received from the proceeds of the Initial Public Offering and $24,639,000 received from the Term Loan to purchase from Citibank a note made by Pacific Pipeline System LLC in favor of Citibank in the amount of $176,400,000;
(vii) Frontier LLC will retire $4,933,000 of its debt; and
(viii) The MLP will distribute $104,178,000 to the General Partner. Following the foregoing transactions, and by execution of this Agreement, the MLP shall hold 100% of the Membership Interests.
Contributions at Closing. On the Closing Date, Shipping Master has contributed to the Company the USS Chartering Interest (as defined in the Closing Contribution Agreement), which interest the Company will, pursuant to the Closing Contribution Agreement, convey to the MLP in exchange for a continuation of the Company's general partner interest in the MLP and the Incentive Distribution Rights (as defined in the MLP Agreement). Following the foregoing transactions, and by execution of this Agreement, the MLP shall continue to hold 100% of the Membership Interests in the Company.
Contributions at Closing. On the Closing Date, Parent shall contribute an amount to the Company equal to the amount of outstanding Loans and shall cause the Company to repay the Loans at the Closing. Within 30 days of the Closing Date, Parent shall pay or cause the Company to pay all accounts payable in respect of which an adjustment to the Initial Merger Consideration is made pursuant to Section 2.8(a), except for those accounts with respect to which Parent has a good faith objection, in which case the amount to be deducted pursuant to Section 2.8(a) shall be appropriately adjusted.
Contributions at Closing. (a) On the Closing Date and pursuant to the Closing Contribution Agreement, Loadout LLC, Wise LLC, PVC Concord LLC, PVC Lexington LLC and PVC Savannah LLC will distribute to the Company any accounts receivable due from Affiliates and other specified assets set forth in the Closing Contribution Agreement.
(b) On the Closing Date and pursuant to the Closing Contribution Agreement, any debt of the Company and its Subsidiaries in excess of $[___] million owed to affiliates of Penn Virginia Corporation will be cancelled.
(c) On the Closing Date, PVC Concord LLC, PVC Lexington LLC and PVC Savannah LLC will merge into the Company.
(d) On the Closing Date and pursuant to the Closing Contribution Agreement, the MLP shall contribute the cash received from the Initial Offering of Common Units after payment of expenses.
(e) On the Closing Date and pursuant to the Closing Contribution Agreement, the Company shall retire $[___] million of its debt. Following the foregoing transactions, and by execution of this Agreement, the MLP shall continue to hold 100% of the Membership Interests in the Company.
