Property Contributions Sample Clauses
Property Contributions. (a) Pursuant to its Contribution Agreement, on October 10, 1997, Lyondell LP contributed or caused to be contributed to the Partnership, the Initial Assets contemplated thereby subject to the Assumed Liabilities contemplated thereby.
(b) Pursuant to its Contribution Agreement, on October 10, 1997, Millennium LP contributed or caused to be contributed to the Partnership, the Initial Assets contemplated thereby subject to the Assumed Liabilities contemplated thereby.
(c) Pursuant to their Contribution Agreement, on May 15, 1998, Occidental LP1, Occidental LP2 and PDG GP contributed or caused to be contributed to the Partnership, the Initial Assets contemplated thereby subject to the Assumed Liabilities contemplated thereby (which involved, in the case of Occidental LP2, the merger of Oxy Petrochemicals and the Partnership, with the Partnership as the surviving entity).
(d) The Partners intend that the contribution of assets subject to liabilities heretofore made by the Partners to the Partnership pursuant to Sections 2.3(a) through (c) has qualified as a tax-free contribution under Section 721 of the Code in which no Partner has recognized or will recognize gain or loss. The Partners agree that the Partnership has so filed its tax return, and each Partner agrees to file its tax return on the same basis and to maintain such position consistently at all times thereafter.
(e) Immediately after the contributions by PDG GP, Occidental LP1, and Occidental LP2, the Capital Accounts of the Initial Partners were adjusted so that each Partner’s Capital Account would be the same per Unit as that of every other Partner on May 15, 1998 if on such date the special capital distributions provided in Sections 3.1(e), (f), and (g) of the Amended and Restated Limited Partnership Agreement of Equistar Chemicals, LP dated May 15, 1998 had been made. Schedule 2.3(e) sets forth the Capital Accounts of the Partners as if the contributions and distributions were made, as has since occurred.
Property Contributions. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company solely for tax purposes, will be allocated among the Members so as to take account of any variation between the adjusted basis of that property to the Company for federal income tax purposes and its initial fair market value. Any elections or decisions relating to these allocations will be made by the Tax Matters Partner in any manner that reasonably reflects the purpose and intention of this Agreement.
Property Contributions. (a) Pursuant to their Contribution Agreement, on the date hereof, Occidental LP1, Occidental LP2 and Occidental GP have contributed or caused to be contributed to the Partnership, the Initial Assets contemplated thereby subject to the Assumed Liabilities contemplated thereby (which involves, in the case of Occidental LP2, the merger of Oxy Petrochemicals and the Partnership, with the Partnership as the surviving entity).
(b) The Partners intend that the contribution of assets subject to liabilities heretofore made by the Partners to the Partnership and to be made pursuant to Section 2.3(a) has qualified and will qualify as a tax-free -------------- contribution under Section 721 of the Code in which no Partner has recognized or will recognize gain or loss. The Partners agree that the Partnership will so file its tax return, and each Partner agrees to file its tax return on the same basis and to maintain such position consistently at all times thereafter.
(c) Immediately after the contributions by Occidental GP, Occidental LP1, and Occidental LP2, the Capital Accounts of the Initial Partners shall be adjusted so that each Partner's Capital Account would be the same per Unit as that of every other Partner on the date hereof if on such date the principal and accrued interest on the Lyondell Note were paid and the special capital distributions accrued interest provided in Sections 3.1(e), (f), and (g) were made.
(d) Schedule 2.3(d) sets forth the Capital Accounts of the Partners as if the contributions and distributions referred to in Section 2.3(c) were made.
Property Contributions. On the Closing Date, the Limited Partners shall make the following additional contributions:
(a) Lyondell LP. Pursuant to its Asset Contribution Agreement, Lyondell LP will contribute or cause to be contributed to the Partnership, the Initial Assets contemplated thereby subject to the Assumed Liabilities contemplated thereby. Thereupon, its Capital Account will be credited with the amount set forth on Schedule 2.3. In addition, on the Closing Date, Lyondell LP will execute and deliver to the Partnership the Lyondell Note. Thereafter, its Capital Account will be increased as and to the extent principal payments are made on the Lyondell Note.
(b) Millennium LP. Pursuant to its Asset Contribution Agreement, Millennium LP will contribute or cause to be contributed to the Partnership, the Initial Assets contemplated thereby subject to the Assumed Liabilities contemplated thereby. Contemporaneously with such contribution, the Partnership will borrow $750 million as contemplated by Section 8.6 and use the proceeds of such borrowing to satisfy the Millennium Debt in full. Thereupon, Millennium LP's Capital Account will be credited with the amount set forth on Schedule 2.3.
(c) The Partners intend that the contribution of assets subject to liabilities provided for in Sections 2.3(a) and (b) will qualify as a tax-free contribution under Section 721 of the Code in which no Partner will recognize gain or loss. The Partners agree that the Partnership will so file its tax return, and each Partner agrees to file its tax return on the same basis and to maintain such position consistently at all times thereafter.
Property Contributions. In accordance with Code Section 704(c) and the Treasury Regulations hereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial value for Capital Account purposes ("Book Value"). In the event the Book Value of any Partnership asset is later adjusted, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c)and the Treasury Regulations thereunder.
Property Contributions. On the Closing Date, the Partners shall make the following capital contributions:
Property Contributions. (a) Pursuant to their Contribution Agreement, on the date hereof, Occidental LP1, Occidental LP2 and Occidental GP have contributed or caused to be contributed to the Partnership, the Initial Assets contemplated thereby subject to the Assumed Liabilities contemplated thereby (which involves, in the case of Occidental LP2, the merger of Oxy Petrochemicals and the Partnership, with the Partnership as the surviving entity).
(b) The Partners intend that the contribution of assets subject to liabilities heretofore made by the Partners to the Partnership and to be made pursuant to Section 2.3(a) has qualified and will qualify as a tax-free contribution under Section 721 of the Code in which no Partner has recognized or will recognize gain or loss. The Partners agree that the Partnership will so file its tax return, and
(c) Immediately after the contributions by Occidental GP, Occidental LP1, and Occidental LP2, the Capital Accounts of the Initial Partners shall be adjusted so that each Partner's Capital Account would be the same per Unit as that of every other Partner on the date hereof if on such date the principal and accrued interest on the Lyondell Note were paid and the special capital distributions accrued interest provided in Sections 3.1(e), (f), and (g) were made.
(d) Schedule 2.3(d) sets forth the Capital Accounts of the Partners as if the contributions and distributions referred to in Section 2.3(c) were made.
Property Contributions. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company or revalued in accordance with Reg. 1.704-1(b)(2)(iv)(f) shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial fair market value. Any elections or decisions relating to such allocations shall be made by the Managing Member in any manner that reasonably reflects the purpose and intention of this Agreement.
Property Contributions. In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Partnership or revalued in accordance with Reg. 1.704-1(b)(2)(iv)(f) shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial fair market value. Any elections or decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. If the Partnership accepts property that is encumbered with indebtedness which constitutes a Partnership Nonrecourse Liability, such indebtedness shall be allocated to the contributing Partner in an amount equal to the excess of such indebtedness over the adjusted tax basis of the contributed property. Any reduction in the excess of such indebtedness over the tax basis of such property shall be treated as a net decrease in Partnership Minimum Gain under subsection (d)(ii) of this Section 6.1, and in accordance with that subsection, gross income and gain shall be allocated to the contributing Partner in an amount equal to such reduction. To the extent such indebtedness constitutes a Partner Nonrecourse debt or is otherwise recourse to the contributing Partner (or its affiliates), such indebtedness shall be allocated to the contributing Partner in an amount equal to the portion of such indebtedness for which such contributing Partner has the economic risk of loss. Any reduction in the excess of such indebtedness over the tax basis of such property shall be treated as a net decrease in Partner Nonrecourse Debt Minimum Gain under subsection (d)(iii) of this Section 6.1, and in accordance with that subsection, gross income and gain shall be allocated to the contributing Partner in an amount equal to such reduction.