Common use of Transfer to Wholly-Owned Subsidiary Clause in Contracts

Transfer to Wholly-Owned Subsidiary. A Member may Transfer all (but not part) of its Membership Interests at any time to a Wholly Owned Subsidiary of such Member if (i) such Member shall have received an opinion from nationally recognized tax counsel acceptable to both Members that such Transfer will not result in a termination of the status of the Company as a partnership for Federal income tax purposes and (ii) the transferring Member enters into an agreement with the other Member providing that so long as such Wholly Owned Subsidiary holds such transferring Member's Membership Interests, such Wholly Owned Subsidiary shall remain a Wholly Owned Subsidiary of such transferring Member.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Usx Corp), Limited Liability Company Agreement (Ashland Inc), Limited Liability Company Agreement (Ashland Inc)

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Transfer to Wholly-Owned Subsidiary. A Member may Transfer all (but not part) of its Membership Interests at any time to a Wholly Owned Subsidiary of such Member if (i) such Member shall have received an opinion from nationally recognized tax counsel acceptable to both Members that such Transfer will not result in a termination of the status of the Company as a partnership for Federal income tax purposes and (ii) the transferring Member enters into an agreement with the other Member providing that so long as such Wholly Owned Subsidiary holds such transferring Member's ’s Membership Interests, such Wholly Owned Subsidiary shall remain a Wholly Owned Subsidiary of such transferring Member.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ashland Inc), Limited Liability Company Agreement (Marathon Oil Corp)

Transfer to Wholly-Owned Subsidiary. A Member may Transfer all ------------------------------------ (but not part) of its Membership Interests at any time to a Wholly Owned Subsidiary of such Member if (i) such Member shall have received an opinion from nationally recognized tax counsel acceptable to both Members that such Transfer will not result in a termination of the status of the Company as a partnership for Federal income tax purposes and (ii) the transferring Member enters into an agreement with the other Member providing that so long as such Wholly Owned Subsidiary holds such transferring Member's Membership Interests, such Wholly Owned Subsidiary shall remain a Wholly Owned Subsidiary of such transferring Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Usx Corp)

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Transfer to Wholly-Owned Subsidiary. A Member may Transfer all (but not part) of its Membership Interests Interest at any time to a Wholly Owned Subsidiary wholly owned subsidiary of such Member if (i) such Member shall have received an opinion from nationally recognized tax counsel acceptable to both all Members that such Transfer will not result in a termination of the status of the Company as a partnership for Federal income tax purposes and (ii) the transferring Member enters into an agreement with the other Member Members providing that so long as such Wholly Owned Subsidiary wholly owned subsidiary holds such transferring Member's Membership InterestsInterest, such Wholly Owned Subsidiary wholly owned subsidiary shall remain a Wholly Owned Subsidiary wholly owned subsidiary of such transferring Member.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Teppco Partners Lp)

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