LLC Assets Sample Clauses

LLC Assets. To the extent any of the transactions or actions relating to the transfer of the LLC Assets and dividend of the LLC Units shall have occurred prior to the Closing, such transactions and actions shall have been completed in accordance with Section 5.15 and the release or writing contemplated by clause (D) of Section 5.15(a) shall have been obtained, and the Company shall have delivered a certificate signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer to the effect that such transactions have been completed and such release or writing has been obtained in accordance with the terms of Section 5.15 and attaching such evidence and documents with respect thereto as Parent may reasonably request.
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LLC Assets. All “Intellectual Property” as defined in the Assignment of Intellectual Property dated effective as of January 15, 2014 between the Company and XG Sciences IP, LLC, including without limitation the following: Patents: Patent Application Number Application Date Description 13/474,860 5/18/2012 Process of Dry Milling Particulate Materials Milled Graphene/Metal Nano Composites 61/786,735 3/15/2013 Graphene Carbon Compositions 13/686,961 11/28/2012 Single Mode Microwave Device for Producing Exfoliated Graphite 13/610,934 9/12/2012 Cloud Mixer and Method of Minimizing Agglomeration of Particulates 13/435,260 3/30/2012 Mechanical Exfoliation Apparatus 61/786,745 3/15/2013 Electrodes for Capacitors from Mixed Carbon Compositions 14079057 11/13/2013 Silicon-Graphene Nanocomposites for Electrochemical Applications Trademarks: XG Sciences (Design Plus Words) xGnP XG Sciences The Material Difference (Design Plus Words) XG Leaf (Application Pending) SECOND AMENDED AND RESTATED SECURITY AGREEMENT EXHIBIT A Form of Secured Convertible Promissory Note
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LLC Assets. Section 8.18 of the Merger Agreement is hereby amended by deleting Section 8.18 in its entirety and by insertion, in lieu thereof, of the following:
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LLC Assets. The LLC and each of the Sellers agrees, covenants and represents that the LLC assets, including all operating assets, oil and gas drilling and production rights, leases and agreements, owned or controlled by the LLC as of the Effective Date will remain and be the sole personal property of the LLC as of and after the consummation of the Closing, and the LLC will not be dissolved under laws of Mississippi or LLC Operating Agreement as a result of the Exchange. Further, the LLC balance sheet as of the Effective Date and as of the Closing will be substantially the same, excepting usual and customary adjustments resulting from conduct of LLC business in the routine, normal conduct of business. LLC and Sellers will not sell, transfer, assign, pledge or encumber any assets of LLC after the Effective Date without the prior, informed, and written consent of the Buyer. LLC and Sellers have not sold, transferred, assigned, pledged, or encumbered any assets of LLC from December 31, 2019, through the Effective Date, except as expressly stated in Exhibit B hereto.
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LLC Assets. Permit LLC to hold any assets except (a) any assets required to be held by LLC under the BCI Credit Agreement (in the form most recently delivered to and accepted by Collateral Agent), (b) any assets in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) which are required to be held by LLC to maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, and (c) those certain rights to receive royalty payments sold to LLC by Halozyme pursuant to that certain Purchase and Sale Agreement dated as of January 26, 2016, between Halozyme and LLC (in the form most recently delivered to and accepted by Collateral Agent).
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LLC Assets. No later than immediately prior to Closing, Comcast shall take all actions necessary to ensure that, as of immediately prior to Closing, the Indiana Excluded Assets and the Kentucky Excluded Assets are held by Comcast and/or its Affiliates other than Comcast Phone Kentucky or Comcast Phone Indiana.
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LLC Assets. Permit LLC to hold any assets except (a) any assets required to be held by LLC under the BCI Credit Agreement (as delivered to Collateral Agent on or about the Third Amendment Date) and (b) any assets in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000) which are required to be held by LLC to maintain adequate capital in light of its contemplated business purpose, transactions and liabilities.
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Related to LLC Assets

  • 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.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Title to Partnership Assets Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Business Assets The Company Assets comprise all of the property and assets of the Business, and none of the Vendor or the Significant Shareholders nor any other person, firm or corporation owns any assets used by the Company in operating the Business, whether under a lease, rental agreement or other arrangement;

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Pledged Equity Interests, Investment Related Property (a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

  • Assets Properties, Mortgages and other direct or indirect investments in equity interests in, or loans secured by, Real Property (other than investments in bank accounts, money market funds or other current assets, whether of the proceeds from an Offering or the sale of an Asset or otherwise) owned by the Company, directly or indirectly through one or more of its Affiliates.

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