#Tao definition free#

#Tao definition free#

Upon the terms of this Agreement, in exchange for the Transferred TAO Units to be issued, transferred, assigned and delivered by TAO, at the Closing, Hakkasan Parent hereby contributes, transfers, conveys, assigns and delivers to TAO all of its rights, title and interests in and to the Hakkasan Contributed Interests, free and clear of all Encumbrances, and TAO hereby acquires and accepts from Hakkasan Parent, all of the Hakkasan Contributed Interests, together with all of such rights, title and interests.Ĭompany Units has the meaning set forth in the Recitals.

The Members intend that the contribution by Hakkasan Parent of the Hakkasan Contributed Interests to the Company in exchange for the Transferred TAO Units and the deemed contribution by TAO of its assets and liabilities to the Company shall be treated as tax-free contributions to a new partnership under section 721(a) of the Code. federal income tax purposes governed by Section 721(a) of the Code. The Transactions shall be treated by the Parties as (x) a deemed contribution by TAO Holdings of all the asset and liabilities of TAO to TAO concurrent with (y) the contribution by Hakkasan Parent of the Hakkasan Contributed Interests to TAO in exchange for the Transferred TAO Units as tax-free transactions for U.S. Upon the terms of this Agreement, in exchange for the Hakkasan Contributed Interests transferred by Hakkasan Parent, at the Closing, TAO shall, in accordance with the Amended and Restated LLC Agreement, issue, transfer, assign and deliver to Hakkasan Parent the Transferred TAO Units, free and clear of all Encumbrances, and admit Hakkasan Parent as a member of TAO.