Dissolution and Liquidation (Check One)
Qualified HSA Funding Distribution If you are eligible to contribute to a health savings account (HSA), you may be eligible to take a one-time tax-free HSA funding distribution from your IRA and directly deposit it to your HSA. The amount of the qualified HSA funding distribution may not exceed the maximum HSA contribution limit in effect for the type of high deductible health plan coverage (i.e., single or family coverage) that you have at the time of the deposit, and counts toward your HSA contribution limit for that year. For further detailed information, you may wish to obtain IRS Publication 969, Health Savings Accounts and Other Tax-Favored Health Plans.
Assuming Institution’s Liquidation of Remaining Shared-Loss Loans In the event that the Assuming Institution does not conduct a Portfolio Sale pursuant to Section 4.1, the Receiver shall have the right, exercisable in its sole and absolute discretion, to require the Assuming Institution to liquidate for cash consideration, any Shared-Loss Loans held by the Assuming Institution at any time after the date that is six months prior to the Termination Date. If the Receiver exercises its option under this Section 4.2, it must give notice in writing to the Assuming Institution, setting forth the time period within which the Assuming Institution shall be required to liquidate the Shared-Loss Loans. The Assuming Institution will comply with the Receiver’s notice and must liquidate the Shared-Loss Loans as soon as reasonably practicable by means of sealed bid sales to third parties, not including any of the Assuming Institution’s affiliates, contractors, or any affiliates of the Assuming Institution’s contractors. The selection of any financial advisor or other third party broker or sales agent retained for the liquidation of the remaining Shared-Loss Loans pursuant to this Section shall be subject to the prior approval of the Receiver, such approval not to be unreasonably withheld, delayed or conditioned.
Liquidation Rights In the event of any liquidation, dissolution, and winding up of the Partnership under Section 12.4 or a sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, either voluntary or involuntary, the Record Holders of the Series C Preferred Units shall be entitled to receive, out of the assets of the Partnership available for distribution to the Partners or any Assignees, prior and in preference to any distribution of any assets of the Partnership to the Record Holders of any other class or series of Partnership Interests other than the Series B Preferred Units, (i) first, any accumulated and unpaid distributions on the Series C Preferred Units (regardless of whether previously declared) and (ii) then, any positive value in each such holder’s Capital Account in respect of such Series C Preferred Units; provided, however, that so long as any Series B Preferred Units are Outstanding, no liquidating distribution shall be paid or set aside for payment on any Series C Preferred Units unless and until the full amount of the Series B Liquidation Value has been distributed in respect of Outstanding Series B Preferred Units in accordance with Section 5.10(b)(iv). If in the year of such liquidation and winding up, or sale, exchange, or other disposition of all or substantially all of the assets of the Partnership, any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Preference of such Series C Preferred Units, then, after the allocations specified in Section 5.10(b)(iv) have been made, but otherwise notwithstanding anything to the contrary contained in this Agreement, and prior to any other allocation pursuant to this Agreement for such year and any distribution pursuant to the preceding sentence, items of gross income and gain shall be allocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each Outstanding Series C Preferred Unit is equal to the Series C Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). If in the year of such liquidation, dissolution, or winding up any such Record Holder’s Capital Account in respect of such Series C Preferred Units is less than the aggregate Series C Base Liquidation Preference of such Series C Preferred Units after the application of the preceding sentence, then to the extent permitted by applicable law and after making any allocations required under Section 5.10(b)(iv), but otherwise notwithstanding anything to the contrary contained in this Agreement, items of gross income and gain for any preceding taxable period(s) with respect to which IRS Form 1065 Schedules K-1 have not been filed by the Partnership shall be reallocated to all Unitholders then holding Series C Preferred Units, Pro Rata, until the Capital Account in respect of each such Outstanding Series C Preferred Unit after making allocations pursuant to this and the immediately preceding sentence is equal to the Series C Base Liquidation Preference (and no other allocation pursuant to this Agreement shall reverse the effect of such allocation). After such allocations have been made to the Outstanding Series C Preferred Units, any remaining Net Termination Gain or Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or Section 6.1(d), as the case may be. At the time of the dissolution of the Partnership, subject to Section 17-804 of the Delaware Act, the Record Holders of the Series C Preferred Units shall become entitled to receive any distributions in respect of the Series C Preferred Units that are accrued and unpaid as of the date of such distribution, and shall have the status of, and shall be entitled to all remedies available to, a creditor of the Partnership, and such entitlement of the Record Holders of the Series C Preferred Units to such accrued and unpaid distributions shall have priority over any entitlement of any other Partners or Assignees with respect to any distributions by the Partnership to such other Partners or Assignees except for distributions in respect of Series B Preferred Units pursuant to Section 5.10(b)(iv); provided, however, that the General Partner, as such, will have no liability for any obligations with respect to such distributions to any Record Holder(s) of Series C Preferred Units.
Member's Capital Accounts A Capital Account for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.
Trust Account; Distributions On or before the issuance of the Certificates, Xxxxxx Xxx shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Trust Fund that shall collectively be the “Trust Account”, (ii) in lieu of maintaining any such account or accounts, maintain the Trust Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Lower Tier Regular Classes and all investments of any such amounts as being held by it in its capacity as Trustee for the benefit of the Holders of the Trust Fund Certificates or
Qualified Charitable Distributions If you are age 70½ or older, you may take tax-free Xxxx XXX distributions of up to $100,000 per year and have these distributions paid directly to certain charitable organizations. Special tax rules may apply. For further detailed information and effective dates you may obtain IRS Publication 590-B, Distributions from Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at xxx.xxx.xxx.
Oversight Committee The Company and Union shall each appoint two members to be part of an Oversight Committee. The Oversight Committee will attempt to resolve any issues that may arise regarding this Letter of Agreement. Issues that the Oversight Committee cannot resolve will be escalated to the Company’s and Union’s respective designees to attempt resolution prior to a grievance being filed and Subsection 102.3(a)(2) timelines will be waived. The Oversight Committee shall also meet and confer over the assessment and advanced placement of new entrants into the Towerman LOP. If you agree, please so indicate in the space provided below and return one executed copy of this letter to the Company. Very truly yours, PACIFIC GAS & ELECTRIC COMPANY By: S/Xxxxxx Xxxx Xxxxxx Xxxx Senior Director The Union is in agreement. CIO LOCAL UNION NO. 1245, INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFL- May 25 , 2017 By: S/Xxx Xxxxxxx Xxx Xxxxxxx Business Manager LETTER AGREEMENT NO. 19-15-PGE PACIFIC GAS AND ELECTRIC COMPANY LABOR RELATIONS 000 X. XXXXX XXXX SUITE 130 WALNUT CREEK, CA 94598 925.974.4461 INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFL-CIO LOCAL UNION 1245, I.B.E.W. P.O. BOX 2547 VACAVILLE, CALIFORNIA 95696 707.452.2700 XXXXXXX XXXX DIRECTOR XXX XXXXXXX BUSINESS MANAGER May 14, 2019 Xx. Xxx Xxxxxxx, Business Manager Local Union No. 1245 International Brotherhood of Electrical Workers, AFL-CIO P.O. Box 2547 Vacaville, CA 95696 Dear Xx. Xxxxxxx: In 2015, the parties agreed to Letter of Agreement 15-07 and by doing so created a career path for the Towerman classification (Code 50010430) to move into the General Construction (GC) Line of Progression. This career path was then updated with the language of Letter of Agreement 17-40 which eliminated the Pre-Apprentice Lineworker classification. Following the implementation of the above agreements, the parties have recognized a need to clarify the bidding rights from the Towerman position to GC Apprentice Lineman (Code 50449567). Specifically, the two prior agreements noted that top of the rate Towermen will be released from the five-year lock provided for in Letter of Agreement 07-33 to bid to Title 300 General Construction Apprentice Lineworker positions. Going forward, the parties agree that the above release from the Letter of Agreement 07-33 lock to bid is only to those GC Apprentice Lineman positions in the Electric Transmission organization. The employee will no longer be released from the provisions of Letter of Agreement 07-33 to bid to Title 300 GC Line positions in distribution. All other terms and conditions of Letters of Agreement 15-07 and 17-40 are to remain in effect in regard to the Towerman position. If you agree, please so indicate in the space provided below and return one executed copy of this letter to the Company. Very truly yours, PACIFIC GAS AND ELECTRIC COMPANY By: s/Xxxxxxx Xxxx Xxxxxxx Xxxx Director The Union is in agreement. CIO LOCAL UNION NO. 1245, INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFL- July 22 , 2019 By: s/Xxx Xxxxxxx Xxx Xxxxxxx Business Manager LETTER AGREEMENT NO. 19-19-PGE PACIFIC GAS AND ELECTRIC COMPANY LABOR RELATIONS 000 X. XXXXX XXXX SUITE 130 WALNUT CREEK, CA 94598 925.974.4461 INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFL-CIO LOCAL UNION 1245, I.B.E.W. P.O. BOX 2547 VACAVILLE, CALIFORNIA 95696 707.452.2700 XXXXXXX XXXX DIRECTOR XXX XXXXXXX BUSINESS MANAGER June 7, 2019 Xx. Xxx Xxxxxxx, Business Manager Local Union No. 1245 International Brotherhood of Electrical Workers, AFL-CIO P.O. Box 2547 Vacaville, CA 95696 Dear Xx. Xxxxxxx: The implementation of Letter of Agreement 17-40 updated the Apprentice Lineman program. Since then, the parties continue to meet regularly to evaluate the Apprentice Lineman program and develop improvements as necessary. During these evaluations, it has become apparent that the program needs to improve the process for employees entering the apprenticeship. Currently, employees are required to attend the Company’s Three-Day Climbing Course prior to reporting to the positions. However, the current requirement is only to complete the course. Based on input from the above review, this Agreement proposes to establish a requirement to pass the above Three-Day Climbing Course prior to entry into the Apprentice Lineman or Apprentice Lineman – GC positions. The new requirement to successfully complete the course will be effective with those internal bidders, including those awarded the positions through an Unrestricted Award, who are beginning the apprenticeship on August 1, 2019, or later. An internal bidder who is unsuccessful at the Three-Day Climbing Course will be bypassed for that specific job award. However, the employee will be provided one additional opportunity to successfully complete the course should he or she receive an additional Apprentice Lineman bid or award. If you agree, please so indicate in the space provided below and return one executed copy of this letter to the Company. Very truly yours, PACIFIC GAS AND ELECTRIC COMPANY The Union is in agreement. CIO By: s/Xxxxxxx Xxxx Xxxxxxx Xxxx Director LOCAL UNION NO. 1245, INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFL- June 11 , 2019 By: s/Xxx Xxxxxxx Xxx Xxxxxxx Business Manager Retained for Historical Purposes LETTER AGREEMENT NO. 93-69-PGE October 8, 1993 Pacific Gas & Electric Co. 000 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Mr. Xxxxx Xxxxxxx Director & Chief Negotiator Gentlemen: Pursuant to the provisions of Titles 305 and 306 and the understandings reached at the conclusion of negotiations for the Labor Agreement dated January 1, 1991, and the Union and Company Subcommittees' subsequent discussions, we are submitting the following proposal relative to the Lines of Progression in the General Construction Line Department as they pertain to Titles 305 and 306. The proposed Lines of Progression are set forth on the attached General Construction Line Department Lines of Progression chart. Other letter agreements, Labor Agreement Clarifications and grievance settlements clarifying the Lines of Progression are also attached. Certain of these letter agreements and clarifications have been modified to reflect other changes that took place subsequent to the signing of the original document. Such changes are identified in each document by bracketing [ ] deletions and boldfacing additions. Each document is incorporated herein as though set forth in full. These Lines of Progression will be effective on execution of this letter agreement. If you are in accord with the foregoing and agree thereto, please so indicate in the space provided below and return one executed copy of this letter to the Union. Yours truly, LOCAL UNION NO. 1245, INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFL-CIO By: s/Xxxx XxXxxxx Xxxx XxXxxxx Business Manager The Company is in accord with the foregoing and agrees thereto as of the date hereof. PACIFIC GAS AND ELECTRIC COMPANY October 15 , 1993 By: s/Xxxxx X. Xxxxxxx Xxxxx Xxxxxxx Director & Chief Negotiator Attachment: a/s RS:Im Retained for Historical Purposes GENERAL CONSTRUCTION CLASSIFICATION CONSOLIDATION
Liquidation The approval by the shareholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or
Qualified Distributions Qualified distributions from your Xxxx XXX (both the contributions and earnings) are not included in your income. A qualified distribution is a distribution which is made after the expiration of the five-year period beginning January 1 of the first year for which you made a contribution to any Xxxx XXX (including a conversion from a Traditional IRA), and is made on account of one of the following events. • Attainment of age 59½ • Disability • First-time homebuyer purchase • Death For example, if you made a contribution to your Xxxx XXX for 2007, the five-year period for determining whether a distribution is a qualified distribution is satisfied as of January 1, 2012.
