CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. Unless otherwise indicated, the following shall be completed either at the Effective Time or immediately following the Effective Time in the order set forth herein: Section 2.1 Distribution by CEP SBG of the SBG Distribution Interest to the OLLC. CEP SBG hereby distributes, assigns, transfers, sets over and delivers to the OLLC, its successors and its assigns, for its and their own use forever, all right, title and interest in and to its (i) 100% limited liability company interest in SBG Sheridan Facility LLC and (ii) 100% limited liability company interest in Prairie Lakes LLC. The OLLC hereby accepts the SBG Distribution Interest. Notwithstanding anything in the Amended and Restated Operating Agreement of SBG Sheridan Facility LLC, dated as of January 1, 2013 (the “SBG Sheridan Agreement”), or the Amended and Restated Member Control Agreement of Prairie Lakes LLC, dated as of January 1, 2013 (the “Prairie Lakes Agreement”), to the contrary, pursuant to this distribution (i) the OLLC is hereby admitted as the sole member of both SBG Sheridan Facility LLC and Prairie Lakes LLC and agrees that it is bound by the SBG Sheridan Agreement and the Prairie Lakes Agreement, (ii) CEP SBG hereby ceases to be the sole member of both SBG Sheridan Facility LLC and Prairie Lakes LLC immediately following the OLLC’s admission as described in (i), and (iii) SBG Sheridan Facility LLC and Prairie Lakes LLC hereby continue without dissolution with the OLLC as the sole member of each.
Appears in 1 contract
CONTRIBUTION, ACKNOWLEDGEMENTS AND DISTRIBUTIONS. Unless otherwise indicated, the following shall be completed either at the Effective Time or immediately following the Effective Time in the order set forth herein:
Section 2.1 Distribution by CEP SBG of the SBG Distribution Interest to the OLLC. CEP SBG hereby distributes, assigns, transfers, sets over and delivers to the OLLC, its successors and its assigns, for its and their own use forever, all right, title and interest in and to its (i) 100% limited liability company interest in SBG Sheridan Facility LLC and (ii) 100% limited liability company interest in Prairie Lakes LLC. The OLLC hereby accepts the SBG Distribution Interest. Notwithstanding anything in the Amended and Restated Operating Agreement of SBG Sheridan Facility LLC, dated as of January 1, 2013 (the “SBG Sheridan Agreement”), or the Amended and Restated Member Control Agreement of Prairie Lakes LLC, dated as of January 1, 2013 (the “Prairie Lakes Agreement”), to the contrary, pursuant to this distribution (i) the OLLC is hereby admitted as the sole member of both SBG Sheridan Facility LLC and Prairie Lakes LLC and agrees that it is bound by the SBG Sheridan Agreement and the Prairie Lakes Agreement, (ii) CEP SBG hereby ceases to be the sole member of both SBG Sheridan Facility LLC and Prairie Lakes LLC immediately following the OLLC’s admission as described in (i), and (iii) SBG Sheridan Facility LLC and Prairie Lakes LLC hereby continue without dissolution with the OLLC as the sole member of each.
Section 2.2 Distribution by the OLLC of the OLLC Distribution Interest to Holdings II. The OLLC hereby distributes, assigns, transfers, sets over and delivers to Holdings II, its successors and its assigns, for its and their own use forever, all right, title and interest in and to its (i) 100% limited liability company interest in SBG Sheridan Facility LLC, (ii) 100% limited liability company interest in Prairie Lakes LLC, (iii) 100% limited liability company interest in Cypress Equipment, LLC, and (iv) 100% limited liability company interest in Cypress Energy Solutions, LLC. Holdings II hereby accepts the OLLC Distribution Interest. Notwithstanding anything in the SBG Sheridan Agreement, the Prairie Lakes Agreement, the Limited Liability Company Agreement of Cypress Equipment, LLC dated as of March 15, 2013 (the “Cypress Equipment Agreement”), or the Limited Liability Company Agreement of Cypress Energy Solutions, LLC, dated as of March 15, 2012 (the “CES LLC Agreement”), to the contrary, as applicable, pursuant to this distribution (i) Holdings II is hereby admitted as a member of each of SBG Sheridan Facility LLC, Prairie Lakes LLC, Cypress Equipment, LLC and Cypress Energy Solutions, LLC and agrees that it is bound by the SBG Sheridan Agreement, the Prairie Lakes Agreement, the Cypress Equipment Agreement and the CES LLC Agreement, (ii) the OLLC hereby ceases to be a member of each of SBG Sheridan Facility LLC, Prairie Lakes LLC, Cypress Equipment, LLC and Cypress Energy Solutions, LLC immediately following Holdings II’s admission to each as described in (i), and (iii) SBG Sheridan Facility LLC, Prairie Lakes LLC, Cypress Equipment, LLC and Cypress Energy Solutions, LLC all hereby continue without dissolution with Holdings II as the sole member of each.
Appears in 1 contract
Sources: Contribution, Conveyance and Assumption Agreement (Cypress Energy Partners, L.P.)