Contribution LLC definition
Examples of Contribution LLC in a sentence
The Contribution LLC and the Sale LLC have at all times been treated as disregarded entities for U.S. federal Tax purposes and all applicable state Tax purposes.
Other than as described in Section 5.5 of the PC Disclosure Letter, neither Plum Creek, PC Member, the Contribution LLC or the Sale LLC is obligated to pay any real estate commission, finder’s fee, real estate acquisition fee, placement agent fee, or similar brokerage-type fee upon the PC Entities’ entry into this Agreement and/or its completion of the transactions contemplated herein.
Section 1.1 Organization of Contribution LLC; Contribution of Contributed Assets to the Contribution LLC; Contribution of Contribution LLC to PC Member.
Plum Creek will enter into a Temporary Timber Reservation and License Agreement in the form attached Exhibit J with Contribution LLC or Sale LLC, as applicable, as of the Contribution Date documenting the same.
Unless expressly identified or described in this Section 1.1, no other assets of Plum Creek or its Affiliates, including accounts receivable in respect of sales of timber removed from the Contributed Timberlands prior to the Contribution Date, shall be contributed to the Contribution LLC or included within or constitute Contributed Assets (collectively, the “Excluded Contributed Assets”).
Subject to the terms and conditions of this Agreement and upon satisfaction of the conditions set forth in ARTICLE X, at the Closing, Plum Creek shall contribute, assign, transfer and convey to PC Member, and PC Member shall acquire and accept from Plum Creek, 100% of the Contribution LLC Interest as a capital contribution by Plum Creek to PC Member.
There are no Liens or other encumbrances, other than the Permitted Exceptions, on any of the Conveyed Assets that arose in connection with any failure or alleged failure by Plum Creek, PC Member, the Contribution LLC, the Sale LLC or any of their Affiliates to pay any Tax.
The Parties agree that the agreed fair market value of the Contribution LLC Interest (prior to any adjustments described in ARTICLE II, if any) contributed to the Company pursuant to this Agreement as of the Closing Date is One Hundred Forty-Three Million One Hundred Twenty-Three Thousand Five Hundred Sixty-Two and 0/100 Dollars ($143,123,562.00) (the “PC Contribution Amount”).
For the avoidance of doubt, the foregoing restrictions shall not operate to prohibit, restrict or in any way limit the use or disclosure by the Company, the Contribution LLC or the Sale LLC of any Confidential Information included in or to the extent relating exclusively to the Conveyed Assets from and after the Closing.
The initial Fair Value of the assets owned by Contribution LLC, in the aggregate, shall be equal to the PC Contribution Amount.