Examples of ICG LLC in a sentence
The names, addresses, ICG LLC membership interests contributed to the Company and number, classes and series of Membership Units of the Company received in exchange therefor of each of the Members shall be reflected in the books and records of the Company.
Further, such transaction was in anticipation of the Company’s conversion of ICG LLC into the Limited Partnership and the sale of the Members’ beneficial interests in the Limited Partnership to the Public Company in exchange for the Cash Proceeds and Public Company Common Stock.
In consideration of the sale of its interest in ICG LLC to the Company and the Public Company’s acquisition of (and agreement to acquire) the LP Units and the Company’s redemption of (and agreement to redeem) the Member’s Common Units to give effect to the Public Company’s acquisition, each of the Employee Members and each member of the Executive Committee agrees to comply with the covenants set forth in Section 13.1(b).
ICG LP (as successor to ICG LLC) agrees to effect transfers of its ICG LP Units and to take such actions as are otherwise necessary to facilitate the transactions contemplated by this Agreement.
Each of the Members has contributed to the Company as his Capital Contribution such Member’s interest in ICG LLC (or the Limited Partnership) in exchange for membership interests (“Membership Units”) of the Company in accordance with the provisions of the Contribution Agreement.
There have been no amendments, alterations, modifications or waivers of any of the provisions of any of the Reorganization Agreements since their date of execution, and there exists no event or condition that would constitute a default or event of default under any of the Reorganization Agreements that could adversely affect the ability of (i) the Company to consummate the offer and sale of the Securities or (ii) the Company, ICG LLC or ICG LP to consummate any of the Reorganization Transactions.
All items of income, gain, loss, deduction and credit shall be allocated for federal income tax purposes between ICGI Holdings, ICGI and the other members of ICG LP (and its predecessor, ICG LLC) on the basis of the ownership of ICG LP (and its predecessor, ICG LLC) at the time the particular item is taken into account by ICG LP (and its predecessor, ICG LLC) for federal income tax purposes, except to the extent otherwise required by Section 706(d) of the Code.
This Agreement may be amended, modified, waived or supplemented, in whole or in part, only by a written agreement signed by ICGI, ICG LP (as successor to ICG LLC) and ICGI Holdings.
The charges, accruals and reserves on the books of the Company, ICG LLC and their subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect.
Each of the Reorganization Agreements has been duly authorized, executed and delivered by the Company, ICG LLC and ICG LP, to the extent it is a party to such agreements, and constitutes the legally valid and binding obligation of the Company, ICG LLC and ICG LP, to the extent it is a party to such agreements, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and equitable principles of general applicability.