Pursuant to IRC Sample Clauses

Pursuant to IRC. Section 381(a) and related Treasury regulations, Holding Company will succeed to and take into account the respective items of BCB and Heritage described in IRC Section 381(c). Such items will be taken into account by Holding Company subject to the conditions and limitations of IRC Sections 381, 382, 383, and 384 and the Treasury regulations thereunder.
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Pursuant to IRC. Regulations Section 1.1552-1(c), Mutual as the common parent has elected to allocate the tax liability of the group in the manner provided by IRC Regulations Section 1.1552-1(a)(2). Further pursuant to IRC Regulations Section 1.1502-33(d)(3), Mutual has elected to allocate the Federal income tax liability of the group beginning with the taxable year ending December 31, 1994 in the manner provided by Regulations Section 1.1502-33(d)(2)(ii) in conjunction with the method described in Regulation Section 1.1552-1(a)(2). In reference to Regulation Section 1.1502-33(d)(2)(ii), the percentage of the excess provided in Regulations Section 1.1502-33(d)(2)(ii)(b) and (c) to be allocated to each member is 100%.
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Pursuant to IRC. Section 381(a) and related Treasury regulations, Sovereign will succeed to and take into account the items of First Home described in IRC Section 381(c). Such items will be taken into account by Sovereign subject to the conditions and limitations of IRC Sections 381, 382, 383, and 384 and the Treasury regulations thereunder. 13. The Bank Merger will constitute a reorganization within the meaning of IRC Section 368(a)(1)(A). 14. First Home Savings and Sovereign Bank will each be "a party to a reorganization" within the meaning of IRC Section 368(b). 15. Neither First Home Savings nor Sovereign Bank will recognize any gain or loss upon the transfer of First Home Savings' assets to Sovereign Bank in constructive exchange solely for A-56
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Pursuant to IRC. Regulation Section 1.1552-1(c), Millers American as the common parent has elected to allocate the tax liability of the group in the manner provided by IRC Regulations Section 1.1552-1(a)(2). Further, pursuant to IRC Regulation Section 1.1502-33(d)(1), Millers American has elected to allocate the Federal income tax liability of the group beginning with the taxable year ending December 31, 1999 in the manner provided by Regulation Section 1.1502-33(d)(3) in conjunction with the method described in Regulation Section 1.1552-1(a)(2). In reference to Regulation Section 1.1502-33(d)(2)(ii), the percentage of the excess provided in Regulation Section 1.1502-33(d)(3)(i) to be allocated to each member is 100%.
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Pursuant to IRC. Section 381(a) and related Treasury regulations, FBKP will succeed to and take into account the items of the Bank described in IRC Section 381(c). Such items will be taken into account by FBKP subject to the conditions and limitations of IRC Sections 269, 381, 382, 383, 384 and 1502 and the Treasury regulations thereunder. FORM OF OPINION OF COUNSEL TO FBKP PSB shall have received from counsel to FBKP, an opinion, dated as of the Closing Date, substantially to the effect that, subject to normal exceptions and qualifications:
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Related to Pursuant to IRC

  • Procedure for Determination of Entitlement to Indemnification (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application Any indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made no later than 30 days after receipt by the Corporation of the written request of Indemnitee, accompanied by substantiating documentation, unless a determination is made within said 30-day period that Indemnitee has not met the relevant standards for indemnification set forth in Section 3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who are not or were not parties to such Proceeding, (b) a committee of the Board of Directors designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders. The right to indemnification or advances as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standards of conduct, nor an actual determination by the Corporation (including its Board of Directors, any committee thereof, independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

  • METHOD OF CALCULATION OF PROPORTIONATE SHARE WHEREVER REFERRED TO IN THE AGREEMENT Wherever in this Agreement it is stipulated that the Allottee has to make any payment, in common with other Allottee(s) in Project, the same shall be the proportion which the carpet area of the [Apartment/Plot] bears to the total carpet area of all the [Apartments/Plots] in the Project.

  • Conditions to Indemnification An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party’s written consent.

  • Procedure for Notification of Claim for Indemnification or Advancement (a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement.

  • Other Agreements with Respect to Indemnification and Contribution The provisions of this Section 10 hereof shall not affect any agreements among the Fund and the Manager with respect to indemnification of each other or contribution between themselves.

  • Determination of Entitlement to Indemnification To receive indemnification under this Agreement, the Indemnitee shall submit a written request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at issue at the time of the determination.

  • Other Rights to Indemnification The indemnification and advancement of expenses (including court costs and attorneys' fees) and costs provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Bylaws of the Company, any provision of the Amended and Restated Articles of Incorporation of the Company, any vote of shareholders or Disinterested Directors, any provision of law or otherwise.

  • Conditions Precedent to Indemnification It shall be a condition precedent to the obligation of the Receiver to indemnify any Person pursuant to this Article XII that such Person shall, with respect to any claim made or threatened against such Person for which such Person is or may be entitled to indemnification hereunder:

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