Contribution of Subject Interests Clause Samples

Contribution of Subject Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, PBF Energy shall contribute to the Partnership, and the Partnership shall accept from PBF Energy, the Subject Interests, free and clear of any Liens, other than transfer restrictions (i) imposed thereon by securities Laws, (ii) arising under the Organizational Documents of Torrance Pipeline or (iii) resulting from actions of the Partnership or any of its Subsidiaries (the “Contribution”).
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Contribution of Subject Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) Delek Energy shall contribute, transfer, assign, convey and deliver the Subject Interests to the Partnership, free and clear of all Liens (other than restrictions under applicable federal and state securities laws) in exchange for the consideration set forth in Section 2.2, and (ii) the Partnership shall receive, accept and acquire the Subject Interests from Delek Energy such that after giving effect to this Section 2.1, the Partnership will hold 100% of the limited liability company interests in Permian Pipeline Holdings.
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Contribution of Subject Interests. 14 ARTICLE III REPRESENTATIONS AND WARRANTIES RELATING TO PBF ENERGY REPRESENTATIONS AND WARRANTIES RELATING TO TOLEDO TERMINALING AND THE TOLEDO TANK FARM ASSETS ARTICLE V REPRESENTATIONS AND WARRANTIES RELATING TO THE PARTNERSHIP ARTICLE VI COVENANTS Section 6.1 Conduct of Business 24 Section 6.2 Access 25 Section 6.3 Third Party Approvals 26 Section 6.4 Restructuring 26 Section 6.5 Updating of Disclosure Schedules 26 Section 6.6 Books and Records 26 Section 6.7 Straddle Period Distribution 27
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Contribution of Subject Interests. 14 ARTICLE III REPRESENTATIONS AND WARRANTIES RELATING TO PBF ENERGY
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Contribution of Subject Interests. Section 2.1 Contribution TNC hereby contributes the Subject Interests to LP Holdings, and its successors and assigns, and LP Holdings hereby accepts such interests, as a contribution to LP Holdings’ capital, at and as of the date hereof.
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Contribution of Subject Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, PBF Energy shall (a) contribute to PBFX Operating, and PBFX Operating shall accept from PBF Energy, the Subject Interests, free and clear of any Liens, other than transfer restrictions (i) imposed thereon by securities Laws, (ii) arising under the Organizational Documents of the Company or (iii) resulting from actions of the Partnership or any of its Subsidiaries (the “Contribution”) and (b) execute (i) the ROFR Agreement and (ii) the Assignment of the Great Lakes Litigation in the form attached as Exhibit D hereto (the “Great Lakes Litigation Assignment”).
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Contribution of Subject Interests 
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Related to Contribution of Subject Interests

  • Contributed Property Notwithstanding any other provision of this Operating Agreement, the Members shall cause Depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or the Manager or revalued by the Company to be allocated among the Members or the Managers for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder using the method selected by the Managers.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Profits and Losses Distributions Until the admission of additional Members, the Original Member shall be entitled to all allocations of LLC profits and losses and to allocations of distributions.