Partnership Contribution Transactions Sample Clauses

Partnership Contribution Transactions. On the Closing Date, in exchange for sixty three and 36/100 percent (63.36%) of the Partnership Interests in the Partnership, WECC shall contribute to the Partnership, by assigning, transferring, conveying and delivering to the Partnership, and the Partnership shall accept as a contribution therefrom, pursuant to the Weatherford/Partnership Assignment and Conveyance Agreement and other instruments of assignment and conveyance as contemplated by the Weatherford/Partnership Assignment and Conveyance Agreement in form or forms attached as Exhibit J, an undivided ninety-nine percent (99%) of (i) all assets, properties, rights, titles, interests, contracts of every kind, character and description, claims and estates of whatever nature, wherever located, however evidenced, whether recorded or unrecorded, real, personal or mixed, movable or immovable, tangible or intangible, Owned by WECC that are Used in connection with the Weatherford Compression Business (the "Closing Weatherford Assets") and (ii) its obligation under Section 2.1(c)(4) of this Formation Agreement to contribute cash to the Partnership in an amount equal to the amount the Partnership needs to acquire, as described in Section 2.1(c)(4), the assets of the nature described in clauses (i) through (xiii) below to the extent that such assets are Owned and Used by the other Transferring Weatherford Entities and such assets are either scheduled as an Additional Weatherford Assets on Schedule 2.1(c)(2)(A) or are dedicated exclusively to the compression businesses of such entities, in each case, subject to the exclusions described therein (the "Additional Weatherford Assets") and all of the Transferring Weatherford Entities' rights, titles and interests therein, including without limitation all assets reflected on the Balance Sheet at December 31, 1998, as the same may exist on the Closing Date (the Closing Weatherford Assets and the Additional Weatherford Assets (or, prior to the transfer of the Additional Weatherford Assets to the Partnership by the Transferring Weatherford Entities, WECC's obligation hereunder to contribute cash therefor) being hereinafter referred to collectively as the "Included Weatherford Assets"), the Included Weatherford Assets include the assets shown on Schedule 2.1(c)(2)(A) and further including without limitation, the following:
Sample 1
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Partnership Contribution Transactions. On the Closing Date, in exchange for thirty five and 64/100 percent (35.64%) of the Partnership Interests in the Partnership, Global shall contribute to the Partnership, by assigning, transferring, conveying and delivering to the Partnership, and the Partnership shall accept as a contribution from Global, pursuant to the Global/ Partnership Assignment and Conveyance Agreement and other instruments of assignment and conveyance as contemplated by the Global/Partnership Assignment and Conveyance Agreement in form or forms attached as Exhibit J, an undivided ninety-nine percent (99%) of (i) all assets, properties, rights, titles, interests, contracts of every kind, character and description, claims and estates of whatever nature, wherever located, however evidenced, whether recorded or unrecorded, real, personal or mixed, movable or immovable, tangible or intangible, Owned by Global that are Used in connection with the Global Compression Business, (the "Closing Global Assets") and (ii) obligation under Section 2.1(d)(4) of this Formation Agreement to contribute cash to the Partnership in an amount equal to the amount the Partnership needs to acquire, as described in Section 2.1(d)(4), the assets, properties, rights, titles, interests, contracts, claims and estates owned by GE Capital (Thailand) (the "Additional Global Assets") and all of Global's and GE Capital (Thailand)'s rights, titles and interests therein, including without limitation all assets reflected on the Balance Sheet at December 31, 1998, included in the Global Financial Statements attached as Schedule 3.2(b) hereto, as the same may exist on the Closing Date (the Closing Global Assets and the Additional Global Assets (or, before the transfer of the Additional Global Assets to the Partnership by GE Capital (Thailand), Global's obligation hereunder to contribute cash therefor) being hereinafter referred to collectively as the "Included Global Assets"), and further including without limitation, the following:
Sample 1

Related to Partnership Contribution Transactions

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Partnership Funds Pending application or distribution, the funds of the Partnership shall be deposited in such bank account or accounts, or invested in such interest-bearing or non-interest bearing investment, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in commercial banks, U.S. government securities and securities guaranteed by U.S. government agencies as shall be designed by the General Partner. Such funds shall not be commingled with funds of any other Person. Withdrawals therefrom shall be made upon such signatures as the General Partner may designate.

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • General Partner Gross Income Allocation After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

  • Limited Condition Transactions (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Acquisition Transaction 7.2 (a) Agreement ........................

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