Formation and Contribution Clause Samples
The Formation and Contribution clause defines how a legal entity, such as a partnership or joint venture, is officially established and what each party is required to contribute to its creation. Typically, this clause outlines the process for forming the entity, including necessary filings or agreements, and specifies the types and values of contributions—such as cash, property, or services—that each participant must provide. Its core practical function is to ensure that all parties understand their initial obligations and that the entity is properly constituted with the agreed-upon resources, thereby preventing disputes over ownership and responsibility at the outset.
Formation and Contribution. On or prior to the Closing (as hereinafter defined), Amyris shall form or shall have formed the Company as a limited liability company under the law of the State of Delaware, USA and shall contribute or shall have contributed the Neossance Business (as hereinafter defined), free and clear of any Encumbrances, to the Company in exchange for 100 membership units of the Company (“Shares”). Documents showing the formation is attached hereto as Annex 1.1 and documents showing the contribution shall be delivered on or prior to the Closing.
Formation and Contribution. Seller will, before Closing, form the Company as a newly-formed wholly-owned subsidiary of Seller with an entity name selected by Buyer and provided to Seller prior to its formation (but in no event provided later than 10 Business Days before the Closing Date), and such name subject to Seller’s approval, not to be unreasonably withheld. At its formation, the Company will have no assets or liabilities of any kind or character. Prior to Closing, Seller will (and will cause the Company and its other applicable subsidiaries to) execute and deliver the Assignment and Assumption Agreement pursuant to which Seller will assign the Assets (and only the Assets) to the Company and the Company will assume only the liabilities and obligations set forth in such Assignment and Assumption Agreement.
Formation and Contribution. Subject to the terms and conditions of this Formation Agreement, (i) WECC and Global shall form Limited, (ii) Limited, WECC and Global shall form the Partnership, (iii) WECC and Global shall contribute or transfer their respective gas compression assets to the Partnership in exchange for Partnership Interests and agree to make certain cash payments to fund the purchase of certain of the assets of the Transferring Weatherford Entities and GE Capital (Thailand) and Global's Canadian Assets, (iv) Weatherford shall cause the Transferring Weatherford Entities and GE Capital shall cause GE Capital (Thailand) to transfer certain of their assets to the Partnership as provided in this Article II, and (v) the other transactions contemplated by this Formation Agreement shall be effected as follows:
Formation and Contribution. 2 2.1 Formation of the Joint Venture.................................................................2 2.2
Formation and Contribution. (a) Upon the terms and subject to the conditions contained herein, the parties shall form the Partnership upon the terms and conditions set forth in the Partnership Agreement and, at Closing, (a) KBLP shall contribute to the capital of the Partnership all of KBLP's right, title and interest in and to the Property, free and clear of all Liens other than the Permitted Exceptions, and (b) each Sonesta Partner shall contribute to the capital of the Partnership cash in the amount set forth opposite its name on Schedule 2.1. The parties agree that, at Closing, the Gross Asset Value of the Property less the principal amount of the Existing Indebtedness shall be deemed to be $1.00. FSC shall be the general partner of the Partnership. KBLP's rights to distributions under the Partnership Agreement upon the occurrence of a Realization Event (as defined in the Partnership Agreement) or in the event of a liquidation or dissolution shall be to receive the KBLP Distribution.
(b) The Partnership Agreement shall provide that the Partnership may at any time on or after January 1, 2002 by written notice (the "Notice") delivered to KBLP or its successors or legal representatives, make a special final distribution ("Special Final Distribution") to KBLP equal to the greater of (i) $10.00 and (ii) the product of the Partnership Percentage (as defined in the Partnership Agreement) of KBLP multiplied by the excess of (A) the Fair Market Value of the Property on the date the Notice is delivered over (B) the Transfer Basis. The Special Final Distribution shall be made on the twentieth (20th) day following the date of the Notice and shall be paid in cash (and, in the event that the Fair Market Value has not been determined, the Partnership shall pay to KBLP the amount to be paid pursuant to this Section based on the amount designated by the Sonesta Partners as the Fair Market Value pursuant to the definition of "Fair Market Value," and a subsequent adjustment shall be made between the Partnership and KBLP upon the determination of Fair Market Value in accordance with the terms of the Partnership Agreement if the amount owing based on the final determination of Fair Market Value differs from the sum originally paid). Upon payment of the Special Final Distribution, KBLP shall be deemed to have (x) relinquished its interest in the Partnership, and all rights and privileges pertaining thereto or hereunder, including any right to vote on Partnership matters or to receive any further distr...
Formation and Contribution. 1 Section 2.2. Closing.....................................................................11 Section 2.3.
Formation and Contribution