Obligation to Contribute. If the indemnification provided for in Section XII hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Operating Partnership, the Dealer Manager and Participating Dealer, respectively, from the offering of the Primary Shares pursuant to this Agreement and the Dealer Manager Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Operating Partnership, the Dealer Manager and Participating Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
Obligation to Contribute. The Employer shall make contributions to the Plan in accordance with the contribution formula specified in the Adoption Agreement. If this Plan is a profit sharing plan, the Employer shall, in its sole discretion, make contributions without regard to current or accumulated earnings or profits.
Obligation to Contribute. Each Employer shall contribute to the Trust in the amounts and at the times required under the Collective Bargaining Agreement and Participation Agreement. Employer contributions constitute an absolute obligation to the Trust, and the obligation is not subject to set off or counterclaim for any liability of the Union, Local Union, Employee or Beneficiary. An Employer's obligation to contribute to the Trust at the rate for each Benefit Plan established by the Trustees continues until the Employer notifies the Trustees by certified mail, with a copy to the Local Union, that the Employer no longer has a legal duty to contribute to the Trust, and the Trustees acknowledge the termination in writing. The Employer shall set forth in the written notice the specific basis upon which its legal duty to contribute to the Trust has terminated. Employer contributions shall be paid to the Trustees or to the depository designated by the Trustees by check, bank draft, money order or other negotiable, written and recognized method of transmitting money. Employer contributions shall be submitted together with forms approved by the Trustees and shall be made periodically at such times as the Trustees shall specify by rules and regulations. The Trustees reserve the right to reject contributions from and coverage of the Employees of any Employer whose Collective Bargaining Agreement or other agreement or understanding fails to satisfy applicable law or the requirements for participation in a Benefit Plan or threatens the actuarial soundness of a Benefit Plan or the Trust Fund. Any agreement or understanding between the parties that in any way alters or affects or purports to alter or affect the Employer's contribution obligation as set forth in this Trust Agreement, the Collective Bargaining Agreement or Participation Agreement shall be submitted promptly to the Trust in the same manner and subject to the same right of rejection as contributions under a Collective Bargaining Agreement; any such agreement or understanding between the parties that has not been disclosed to the Trust as required by this paragraph shall not be binding on the Trustees and shall not affect the Employer's obligation to contribute to the Trust as set forth in the Collective Bargaining Agreement and Participation Agreement. An Employer’s contributions for an Employee must begin not later than 90 days after the Employee’s date of hire, excluding any probationary period that is completed by its terms with...
Obligation to Contribute. Each of Icahn and Macklowe shall cause each of Icahn Company and Macklowe Company, respectively, to make an Additional Capital Contribution to the Partnership on the date, in the amount and otherwise in accordance with the terms prescribed by a Capital Contribution Request Letter, provided that such Additional Capital Contribution does not cause such General Partner to make an Additional Capital Contribution beyond its Additional Capital Commitment pursuant to the last in time Commitment Letter.
Obligation to Contribute. The Company agrees that it would not be just and equitable if contributions pursuant to clause 12.12 to clause 12.18 were determined by pro rata allocation (even if the Placing Banks were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in clauses 12.12 to clause 12.18. The aggregate amount of any Claims or Losses incurred by an Indemnified Person shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Person in investigating, preparing for, defending, or providing evidence in connection with any litigation, or any investigation or proceeding by any Governmental Agency, commenced or threatened, or any Claim or Loss which arise, directly or indirectly, out of or are attributable to or connected with anything done or omitted to be done by any person (including by the relevant Indemnified Person) in connection with the Offer, Admission or the arrangements contemplated by the Offer Documents, or any of them (or any amendment or supplement to any of them), or this Agreement or any other agreement relating to the Offer (or any amendment or supplement to any of them), including but not limited to those based on any untrue statement or alleged untrue statement or omission or alleged omission.
Obligation to Contribute. Subject to Section 10.1, each Participant must contribute all Share Capital Contribution incurred in conducting Approved Programs and otherwise incurred as contemplated by Approved Budgets or otherwise incurred in a manner provided for in the Joint Venture Company Agreement in proportion to its Participating Interest on each date on which a contribution is due to be made.
Obligation to Contribute. Each Participant must contribute to Joint Venture Costs in proportion to their respective Joint Venture Interests, and Cash Calls issued under this clause 8 will be prepared accordingly.
Obligation to Contribute. Except as otherwise indicated in the Adoption Agreement, the Employer will contribute an amount to be determined from year to year. If this Plan is a profit sharing plan, the Employer may, in its sole discretion, make contributions without regard to current or accumulated earnings or profits.
Obligation to Contribute. Said Trust and the obligation to make contributions to said Trust as provided in Paragraph A of this Article shall continue through, but not beyond the earlier of the following dates: (1) April 30, 2012; or (2) the date on which such Trust is terminated pursuant to Article IX, Section 1 of the Declaration of Trust.
Obligation to Contribute. If this Plan is a money purchase plan, the Employer makes contributions to the Plan according to the contribution formula indicated in the Adoption Agreement. If this Plan is a profit-sharing plan, the amount of the Employer Contribution is determined in the Employer's sole discretion, and the Employer, in its sole discretion, may make contributions whether or not it has current or accumulated earnings or profits. Neither the Trustee nor the Prototype Sponsor has any duty to question the correctness of a contribution, or to collect any amount that the Employer fails to pay.