INTERCORPORATE TRANSFERS Sample Clauses

INTERCORPORATE TRANSFERS. If the Executive shall be voluntarily transferred to an affiliate of the Employer, such transfer shall not be deemed to terminate or modify this Agreement, and the employing corporation to which the Executive shall have been transferred shall, for all purposes of this Agreement, be construed as standing in the same place and stead as the Employer as of the date of such transfer. For purposes hereof, an affiliate of the Employer shall mean any corporation or other entity directly or indirectly controlling, controlled by, or under common control with the Employer. The Employer shall be secondarily liable to the Executive for the obligations hereunder in the event the affiliate of the Employer cannot or refuses to honor such obligations. For all relevant purposes hereof, the tenure of the Executive shall be deemed to include the aggregate term of his employment by the Employer or its affiliate.

INTERCORPORATE TRANSFERS. If the Executive shall be transferred by the Employer to an affiliate of the Employer, such transfer, by itself and without any adverse financial or functional impact on the Executive, shall not be deemed a Constructive Discharge or otherwise be deemed to terminate or modify this Agreement, and the employing corporation or other entity to which the Executive is transferred shall, for all purposes of this Agreement, be construed as standing in the same place and stead as the Employer as of the effective date of such transfer provided, however, that at all times after such transfer, First Industrial Realty Trust, Inc. shall remain liable for all obligations of the Employer hereunder, including the payment of all Base Salary, Performance Bonuses or other amounts set forth herein. For purposes hereof, an affiliate of the Employer shall mean any corporation or other entity directly or indirectly controlling, controlled by, or under common control with, the Employer.

INTERCORPORATE TRANSFERS. If the Executive shall be voluntarily transferred to a subsidiary or an Affiliate of Pinnacle, such transfer shall not be deemed to terminate or modify this Agreement and the employing corporation to which the Executive shall have been transferred shall, for all purposes of this Agreement, be construed as standing in the same place and stead as Pinnacle as of the date of such transfer. For purposes of this Agreement, an Affiliate of Pinnacle shall mean any corporation, partnership or entity directly or indirectly controlling, controlled by or under common control with Pinnacle.

INTERCORPORATE TRANSFERS. If the Executive shall be transferred by the Employer to an affiliate of the Employer, such transfer shall not be deemed a Constructive Termination or otherwise be deemed to terminate or modify this Agreement, and the employing corporation to which the Executive shall have been transferred shall, for all purposes of this Agreement, be construed as standing in the same place and stead as the Employer as of the date of such transfer. For purposes hereof, an affiliate of the Employer shall mean any corporation or other entity directly or indirectly controlling, controlled by, or under common control with the Employer. For all relevant purposes hereof, the tenure of the Executive shall be deemed to include the aggregate term of his employment by both the Employer and its affiliate.

INTERCORPORATE TRANSFERS. If the Executive shall be transferred by the Employer to a newly-created affiliate of the Employer or an existing affiliate of Employer as part of a restructuring of the entities constituting Employer, such transfer, by itself and without any adverse financial or functional impact on the Executive, shall not be deemed to give rise to Good Reason (as defined below) or otherwise be deemed to terminate or modify this Agreement, and the employing corporation or other entity to which the Executive is transferred shall, for all purposes of this Agreement, be construed as standing in the same place and stead as the Employer as of the effective date of such transfer; provided, however, that at all times after such transfer, FR shall remain liable for all obligations of the Employer hereunder, including, but not limited to, the payment of Executive’s Annual Base Salary, Annual Bonus or other amounts set forth herein. For purposes hereof, an affiliate of the Employer shall mean any corporation or other entity directly or indirectly controlling, controlled by, or under common control with, the Employer.

INTERCORPORATE TRANSFERS. (a) Prior to the Distribution Date, Crane and the Company will take all actions necessary to cause all of the outstanding shares of Huttig Common Stock to be distributed by Crane International to Crane and to increase the outstanding shares of Huttig Common Stock so that, immediately prior to the Distribution, Crane will hold a number of shares of Huttig Common Stock (rounded up to the nearest whole share) equal to the number of shares of Crane Common Stock issued and outstanding as of the Record Date (excluding treasury shares held by Crane) divided by 4.5. (b) Prior to the Time of Distribution, the Company will (i) arrange the Debt Financing, (ii) pay to Crane (from time to time and on the day prior to the Distribution Date) in reduction of intercompany indebtedness the Company's net cash balances on hand, (iii) on the day prior to the Distribution Date, issue to Crane a Note (the "Parent Note") in a principal amount equal to the Parent Cash Amount (as defined in the Exchange Agreement) in exchange for a like principal amount of existing indebtedness and (iv) from time to time upon advances by Crane to fund acquisitions, issue notes in the principal amount (not to exceed an aggregate of $15 million) of such advances (the "Acquisition Notes"). On the day prior to the Distribution Date, subsequent to effecting (iv) above, contribute or cause to be contributed to the capital of the Company or otherwise settle or eliminate as provided in Section 3.3(a) all indebtedness of the Company to Crane, other than the Parent Note and the Acquisition Notes. (c) The parties acknowledge that the Company Group currently is conducting the Building Products Business and that all or substantially all of the Huttig Assets and Huttig Liabilities are owned or are obligations of members of the Company Group. Pursuant to the Distribution, the Huttig Assets and Huttig Liabilities are intended to be allocated entirely to the Company Group and the Crane Assets and Liabilities of Crane, and any Crane subsidiary are intended to be allocated entirely to the Crane Group. Accordingly, in the event that at any time or from time to time (whether prior to or after the Time of Distribution) either party (or any member of such party's respective Group) shall receive or otherwise possess any Asset that is allocated to any other Person pursuant to this Agreement or any Ancillary Agreement, such party will promptly transfer, or cause to be transferred, such Asset to the Person so entitled theret...

INTERCORPORATE TRANSFERS. 12 Section 3.2 Crane Group Obligations Relating to the Building Products Business............................................................14 Section 3.3 Company Group Obligations Relating to the Crane Group................14 Section 3.4 Intercompany Accounts and Arrangements...............................15 Section 3.5 Cash Management......................................................16 Section 3.6 The Company Board....................................................17 Section 3.7 Resignations; Transfer of Stock Held as Nominee......................17 Section 3.8 Rights Plan..........................................................17 Section 3.9 Insurance............................................................17 Section 3.10 Use of Names, Trademarks, etc.......................................20 Section 3.11 Consents............................................................21 ARTICLE IV MUTUAL RELEASE; INDEMNIFICATION.........................................22 Section 4.1 Mutual Release.......................................................22 Section 4.2 Indemnification by Crane.............................................23 Section 4.3 Indemnification by the Company.......................................24 Section 4.4 Limitations on Indemnification Obligations...........................24 Section 4.5 Procedures Relating to Indemnification...............................25

INTERCORPORATE TRANSFERS. Subject to the definition herein of a Change in Control Event and the consequences attendant thereto, if the CEO shall be transferred by the Company to an affiliate of the Company, such transfer, by itself and without any adverse financial or functional impact on the CEO, shall not be deemed a Constructive Discharge or otherwise be deemed to terminate or modify this Agreement, and the employing corporation or other entity to which the CEO is transferred shall, for all purposes of this Agreement, be construed as standing in the same place and stead as the Company as of the effective date of such transfer; provided, however, that at all times after such transfer, First Industrial Realty Trust, Inc. shall remain liable for all obligations of the Company hereunder, including the payment of all Base Salary, Performance Bonuses or other amounts set forth herein. For purposes hereof, an affiliate of the Company shall mean any corporation or other entity directly or indirectly controlling, controlled by, or under common control with, the Company.

INTERCORPORATE TRANSFERS. Notwithstanding the foregoing provisions ------------------------ of this Paragraph 14, the original Lessee hereunder, Brier Oak Convalescent, Inc., may, ▇▇▇▇▇ ▇▇▇ Convalescent Lease without the consent of Lessor, assign this Lease or sublet the Premises to any corporation controlling, controlled by or under common control with Brier Oak Convalescent, Inc. provided that Brier Oak Convalescent, Inc. shall remain liable for the performance of Lessee's obligations hereunder and that the assignee or sublessee confirms in writing to Lessor that it has assumed and will be liable for the performance of such obligations.