Maintenance of Membership Interests. Such Member agrees that it shall not sell, assign or transfer any of its interest in Deepwater if the result of such sale, assignment or transfer is to cause the aggregate membership interests in Deepwater of such Member and its Affiliates to be less than 40% of all of the Membership interests in Deepwater.
Maintenance of Membership Interests. UCB and LOL intend that after the retirement of the Bank Debt and payment by LOL to CHS described in Section 2.1, the completion of the distribution of the CN Business Assets to UCB and the CPP Business Assets to WS, and the true-up procedures referenced herein, each of them shall maintain their fifty percent governance and financial interests in Agriliance. Therefore, UCB and LOL agree as follows:
Maintenance of Membership Interests. UCB and LOL intend that after the retirement of the Bank Debt and payment by LOL to CHS described in Section 2.1, the completion of the distribution of the CN Business Assets to UCB and the CPP Business Assets to WS, and the true-up procedures referenced herein, each of them shall maintain their fifty percent governance and financial interests in Agriliance. Therefore, UCB and LOL agree as follows: 6.2 Value Distributed to CHS and WS. The actual value attributed to the CN Business Assets and the CPP Business Assets will be based on the August 31, 2007 audited balance sheet of Agriliance (the “Final Balance Sheet”); with adjustments made to inventory valuations as set forth in Section 6.3, and with adjustments made for supplier rebates as set forth in Section 6.4 and with adjustments made for prepays for CPP and CN product by Agriliance retail facilities allocated to WS and CHS.
