PACIFIC ENTERPRISES Sample Clauses

PACIFIC ENTERPRISES. By: ---------------------------------

PACIFIC ENTERPRISES. In exchange for the Pacific Initial Membership Units, the Pacific Enterprises Members hereby agree (i) to make a Capital Contribution of $5,000,000 on the date hereof, (ii) if required in accordance with the terms thereof, to make a cash Capital Contribution pursuant to paragraph (e) below, (iii) to contribute the assets and liabilities set forth on Schedule 4.01(a)(i) to the Company on the first day of the month immediately following the month in which occurs the later of the date of the Enova Shareholders Approval and the date of the Pacific Enterprises Shareholder Approval, (iv) to assign all its rights and obligations in the contracts listed on Schedule 4.01(a)(i) to the Company on the first day of the month immediately following the month in which occurs the later of the date of the Enova Shareholders Approval and the date of the Pacific Enterprises Shareholder Approval, (v) in the event any Pacific Enterprises Member shall acquire any of the assets or execute any of the contracts set forth on Schedule 4.01(a)(ii), to contribute such assets or assign such contracts to the Company effective as of the fifth Business Day after the date such asset is acquired, or such contract is executed, by a Pacific Enterprises Member, (vi) to enter into an intellectual property license agreement dated and effective as of the date hereof (a "License Agreement"), and (vii) to enter into a management services agreement dated and effective as of the date hereof (a "Management Services Agreement"). Assets to be contributed pursuant to clauses (iii), (iv) and (v) above shall be free of any Liens, and upon the effective date of such contribution as set forth on Schedule 4.01(a), without any further action on the part of any Member, the Company shall have full legal title in such assets.

PACIFIC ENTERPRISES. The Pacific Enterprises Members hereby agree to make available to the Company on a non-exclusive basis, to the extent requested by the Members Committee (i) for the term of the Company, such assets, facilities and services as the Members Committee may reasonably request and (ii) from the date hereof through the first day of the month immediately following the month in which occurs the later of the date of the Enova Shareholder Approval and the date of the Pacific Enterprises Shareholder Approval, each asset set forth on Schedule 4.01(a), at any time and in the manner requested by the Members Committee (such assets, facilities and services being the "Pacific Enterprises Dedicated Assets"). The Company shall have no right to the earnings or other financial results of any such dedicated assets.