OCI USA definition
Examples of OCI USA in a sentence
The General Partner and OCI USA, as the organizational limited partner, shall amend and restate the Original Partnership Agreement by executing and delivering the Partnership Agreement, with such changes as the General Partner and OCI USA may agree.
Upon OCI USA’s contribution of such Operating Company Interests to the Partnership, (a) the Partnership shall be and hereby is admitted as the sole member of the Operating Company, (b) OCI USA shall and does hereby cease to be a member of the Operating Company and shall thereupon cease to have or exercise any right or power as the sole member of the Operating Company and (c) the Operating Company shall be and hereby is continued without dissolution.
Upon the expiration of the Option Period, any Option Units not purchased by the Underwriters pursuant to the Underwriting Agreement will be issued on a deferred basis to OCI USA and for no additional consideration as part of the contribution transactions described in Section 2.2.
In addition, OCI USA shall be responsible for all costs, liabilities and expenses (including court costs and reasonable attorneys’ fees) incurred in connection with the implementation of any conveyance or delivery pursuant to Article IV (to the extent related to any of the contributions, distributions, conveyances and deliveries to be made under Article II).
The Partnership hereby redeems the Initial LP Interest held by OCI USA and hereby refunds and distributes to OCI USA the initial contribution, in the amount of $1,000, made by OCI USA in connection with the formation of the Partnership, along with 100% of any interest or other profit that resulted from the investment or other use of such initial contribution.
Except for the transaction expenses set forth in Section 2.5, OCI USA shall pay all expenses, fees and costs, including, but not limited to, all sales, use and similar taxes arising out of the contributions, distributions, conveyances and deliveries to be made under Article II and shall pay all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith.
To the fullest extent permitted by law, any disagreement between the Tax Parties with respect to any matter that is the subject of Article V of this Agreement, including, without limitation, any disagreement with respect to any calculation or other determinations by OCI USA hereunder, which is not resolved by mutual agreement of the Tax Parties, shall be resolved by a nationally recognized independent accounting firm chosen by and mutually acceptable to the Tax Parties hereto (an “Accounting Referee”).
As a result of these misrepresentations, OCI USA interfered with ITP’s distributorship network causing loss.
The term loan facility is comprised of two term loans in the amounts of USD 125.0 million (the “Term A-1 Loan”) and USD 235.0 million (the “Term A-2 Loan”), respectively.Borrowings under the term loan facility are unconditionally guaranteed by OCI USA.
Iapetus owns 100% of the outstanding shares of common stock of OCI USA, which are all of the outstanding shares of capital stock with voting rights; such shares have been duly authorized and validly issued, fully paid and nonassessable; and OCI USA owns such shares free and clear of all Liens.