Deemed Capital Contributions. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person to the Partnership, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as it shall be amended to reflect such deemed Capital Contributions.
Deemed Capital Contributions. Without the prior written consent of the Administrative Agent and all Lenders, the Primary Borrower or the Guarantor shall not reinvest Portfolio Investment proceeds which are distributable to Investors if such reinvestment would reduce the Unfunded Capital Commitment of one or more Investors and cause the Principal Obligations to exceed the Available Commitment unless, prior to such reinvestment, the applicable Borrowers shall make any prepayment required under Section 2.1(e).
Deemed Capital Contributions. Consistent with the principles of Treasury Regulation Section 1.83-6(d), if any Partner (or its successor) transfers property (including cash) to or on behalf of any employee or other service provider of the Partnership Group and such Partner is not entitled to be reimbursed by (or otherwise elects not to seek reimbursement from) the Partnership for the value of such property, then for tax purposes, (x) such property shall be treated as having been contributed to the Partnership by such Partner and (y) immediately thereafter the Partnership shall be treated as having transferred such property to or on behalf of the employee or other service provider.
Deemed Capital Contributions. The applicable Borrowers shall not reinvest current cash flow received by them from Assets and/or net proceeds from Asset dispositions if (a) it has actual knowledge that an Event of Default has occurred and is continuing or (b) such reinvestment would reduce the Unfunded Capital Commitment of any Investor and thereby trigger a mandatory prepayment under Section 3.4(b), including by causing the Principal Obligations to exceed the Available Commitment, unless with respect to this clause (b), prior to such reinvestment, Borrowers shall first make any resulting prepayment required under Section 3.4(b).
Deemed Capital Contributions. The Borrowers shall not reinvest cash flow from investments and/or net proceeds from investment dispositions if (a) an Event of Default has occurred and is continuing or (b) such reinvestment would reduce the Unfunded Capital Commitment of any Investor and cause the Principal Obligations to exceed the Available Commitment, unless with respect to this clause (b), prior to such reinvestment, the Borrowers shall first make any resulting prepayment required under Section 3.5(b).
Deemed Capital Contributions. The Borrowers in the applicable Fund Group shall not reinvest current cash flow from Investments and/or net proceeds from Investment dispositions in accordance with the applicable Partnership Agreement if (a) an Event of Default with respect to the applicable Borrowers’ Fund Group has occurred and is continuing, or (b) such reinvestment would reduce the Unfunded Capital Commitment of any Investor in the applicable Fund Group and cause the Principal Obligations of the applicable Fund Group to exceed the Available Commitment of such Fund Group, unless with respect to this clause (b), prior to such reinvestment, the Borrowers of such Fund Group shall make any resulting prepayment required under Section 3.5(b) of this Credit Agreement.
Deemed Capital Contributions. To the extent that any Partner (or its Affiliate) performs services for the Partnership Group or incurs and pays any expense allocable to or on behalf of the Partnership Group and such Partner (a) elects not to seek payment for the services or reimbursement from the Partnership for such expense or (b) within five days of receiving reimbursement, returns the reimbursed funds to the Partnership, then the amount of any such reimbursable expense or foregone payment for services shall be treated as having been contributed to the Partnership by such Partner and immediately thereafter, the Partnership shall be treated as having incurred and paid such expense.
(ii) Section 6.1 of the Partnership Agreement is hereby amended by adding a new Section 6.1(d)(xiv) to read in its entirety as follows: (xiv) Allocations Regarding Certain Services Performed for the Partnership Group or Expenses Incurred on behalf of the Partnership Group. To the extent that any Partner (or its Affiliate) performs services for the Partnership Group or incurs and pays any expense allocable to or on behalf of the Partnership Group and such Partner (a) elects not to seek payment for the services or reimbursement from the Partnership for such expense or (b) within five days of receiving reimbursement, returns the reimbursed funds to the Partnership, then any items of deduction or loss resulting from or attributable to the payment of such expense or foregone payment for services shall be allocated to such Partner that was deemed to have contributed such amount to the Partnership pursuant to Section 5.13.
Deemed Capital Contributions. Consistent with the principles of Treasury Regulation Section 1.83-6(d), if any Partner (or its successor) transfers property (including cash) to any Person who is an employee or other service provider of the Partnership Group and such Partner is not entitled to be reimbursed by (or otherwise elects not to seek reimbursement from) the Partnership for the value of such property, then for tax purposes (x) such property shall be treated as having been contributed to the Partnership by such Partner and (y) immediately thereafter the Partnership shall be treated as having transferred such property to the employee or other service provider. In addition, if any Partner (or its successor) transfers property (including cash) to any other Person in partial or full satisfaction of an obligation of the Partnership Group and such Partner is not entitled to be reimbursed by (or otherwise elects not to seek reimbursement from) the Partnership for the value of such property, then for tax purposes (x) such property shall be treated as having been contributed to the Partnership by such Partner and (y) immediately thereafter the Partnership shall be treated as having transferred such property to such Person.
Deemed Capital Contributions. OASIS MIDSTREAM PARTNERS LP Second Amended and Restated Agreement of Limited Partnership
Deemed Capital Contributions. Consistent with the principles of Treasury Regulation Section 1.83-6(d), if any Member (or its Affiliate) transfers property (including cash) to any service provider, or to another Person, in satisfaction of an obligation of the Company or any of the Company’s subsidiaries (or other entities in which the Company holds an equity interest) and such Member is not entitled to be reimbursed by (or otherwise elects not to seek reimbursement from) the Company for the value of such property (including by way of issuance of Units, Equity Securities or Debt Securities), then, for U.S. federal income and applicable state and local tax purposes, (a) such property shall be treated as having been contributed to the Company by such Member and (b) immediately thereafter the Company shall be treated as having transferred such property to the service provider or Person or otherwise satisfying such obligation.
