Common use of Transfers to Wholly Owned Subsidiaries Clause in Contracts

Transfers to Wholly Owned Subsidiaries. A Member may Transfer all (but not less than all) of its Company Interest to a wholly-owned Subsidiary (i) of the Parent of the Spectra Member (in the case of the Spectra Member), (ii) of the Parent of the Xxxxxxxx Member (in the case of the Xxxxxxxx Member), or (iii) of DCP Midstream, LLC (in the case of the DCP Member), and such wholly-owned Subsidiary shall be admitted as a substitute Member, all without the consent of the other Members, provided that (x) reasonable advance notice of such Transfer is provided to all of the other Members, including for purposes of effecting the provisions of Section 10.3(a), (y) such wholly-owned Subsidiary becomes a party to this Agreement by executing an assumption and adoption agreement in a form reasonably acceptable to all of the other Members, and (z) such Member remains fully liable for the fulfillment of its obligations hereunder. In the case of the DCP Member, the wholly-owned Subsidiary referenced to in clause (iii) above must be a disregarded entity for tax purposes.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Phillips 66 Partners Lp), Limited Liability Company Agreement (Phillips 66 Partners Lp)

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Transfers to Wholly Owned Subsidiaries. A Member may Transfer all (but not less than all) of its Company Interest to a direct or indirect wholly-owned Subsidiary (i) of the Parent of the Spectra Member (in the case of the Spectra Member), (ii) of the Parent of the Xxxxxxxx Member Phillips Xxxxxx (in the case of the Xxxxxxxx MemberPhillips Xxxxxx), or (iii) of DCP MidstreamMidstream Partners, LLC LP (in the case of the DCP Member), and such wholly-owned Subsidiary shall be admitted as a substitute Member, all without the consent of the other Members, provided that (x) reasonable advance notice of such Transfer is provided to all of the other Members, including for purposes of effecting the provisions of Section 10.3(a), (y) such wholly-owned Subsidiary becomes a party to this Agreement by executing an assumption and adoption agreement in a form reasonably acceptable to all of the other Members, and (z) such Member remains fully liable for the fulfillment of its obligations hereunder. In the case of the DCP Member, the wholly-owned Subsidiary referenced to in clause (iii) above must be a disregarded entity for tax purposes."

Appears in 1 contract

Samples: Limited Liability Company Agreement (Phillips 66 Partners Lp)

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Transfers to Wholly Owned Subsidiaries. A Member may Transfer all (but not less than all) of its Company Interest to a direct or indirect wholly-owned Subsidiary (i) of the Parent of the Spectra Member (in the case of the Spectra Member), (iix) of the Parent of the Xxxxxxxx Member (in the case of the Xxxxxxxx Member), or (iii) of DCP MidstreamMidstream Partners, LLC LP (in the case of the DCP Member), and such wholly-owned Subsidiary shall be admitted as a substitute Member, all without the consent of the other Members, provided that (x) reasonable advance notice of such Transfer is provided to all of the other Members, including for purposes of effecting the provisions of Section 10.3(a), (y) such wholly-owned Subsidiary becomes a party to this Agreement by executing an assumption and adoption agreement in a form reasonably acceptable to all of the other Members, and (z) such Member remains fully liable for the fulfillment of its obligations hereunder. In the case of the DCP Member, the wholly-owned Subsidiary referenced to in clause (iii) above must be a disregarded entity for tax purposes."

Appears in 1 contract

Samples: Limited Liability Company Agreement (Phillips 66 Partners Lp)

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