PB Member definition

PB Member has the meaning set forth in the introduction to this Agreement.
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Examples of PB Member in a sentence

  • Notwithstanding anything contained herein to the contrary, if KPMG is retained for either such service, the PB Member shall bear directly (without the same constituting a Capital Contribution hereunder), and the Company shall not be responsible for, the “Incremental Costs” incurred by the Company for utilizing KPMG to provide any such service rather than PKF.

  • The ▇▇▇▇▇▇▇ Member shall (at no cost to the ▇▇▇▇▇▇▇ Member) reasonably cooperate with the PB Member in its efforts to cause the Company to comply with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including Section 404 thereof.

  • The PB Member is hereby designated as the “tax matters partner” as referred to in Section 6231(a)(7)(A) of the Code to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with respect to Company matters.

  • The ▇▇▇▇▇▇▇ Member shall amend Schedule 1 (and provide copies thereof to the PB Member) and file any documents which are necessary, appropriate or advisable under the Act or other Applicable Law upon the admission of any Permitted Transferee or additional Member to the Company to reflect such admission and any changes in Percentage Interests.

  • Any cost or expense incurred to test whether any “material weakness” or “significant deficiency” exists shall be paid for by the PB Member (without the same constituting a Capital Contribution).

  • Subject to Section 6.4 hereof, the powers of the Company shall be exercised by and under the authority of, and the affairs of the Company shall be managed by, and under the joint direction of, the Denihan Member and the PB Member.

  • With respect to subsection (z), no distributions shall be made to the ▇▇▇▇▇▇▇ Member in respect of the Preferred Capital until such time as such excess is repaid and the PB Member may pursue all remedies set forth in any Note, Pledge or Guaranty if such amount is not repaid within the time period set forth above.

  • The PB Member acknowledges and agrees that, with respect to the Preferred Capital and any ▇▇▇▇▇▇▇ Principal Loan, all decisions of the tax matters partner shall be made and controlled by the Denihan Member.

  • For so long as PB Member remains a Member of the Company, the Company shall elect, pursuant to section 168(g)(7) of the Code, to utilize the alternative depreciation system (“ADS”) with respect to any Company Assets acquired after the date of this Agreement.

  • Except as expressly permitted in this Article VIII or Article IX below or pursuant to any Pledge Agreement contemplated by Section 5.1.6(b) hereof, neither the PB Member, on the one hand, nor the ▇▇▇▇▇▇▇ Member, on the other hand, may Transfer (or permit the Transfer of) any portion of its direct or indirect Membership Interest or interest therein to any Person at any time without the prior written consent of the other Member.