Restoration Obligation definition

Restoration Obligation means, with respect to any Member, the sum of (i) the amount of any express, unconditional obligation of such Member pursuant to this Agreement to restore to the Company the amount of any deficit in such Member's Capital Account, which meets the timing requirements of the Allocation Regulations, and (ii) the amount of any deficit balance in such Member's Capital Account which such Member is treated as obligated to restore pursuant to (A) Section 1.704-1(b)(2)(ii)(c) of the Allocation Regulations and (B) the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Allocation Regulations. Computation of the amount of a Member's Restoration Obligation, and any determinations related thereto, shall be made in accordance with the Allocation Regulations.
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Restoration Obligation means with respect to any Holder the amount of any deficit balance in such Holder’s Capital Account which such Holder is treated as obligated to restore pursuant to (i) Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations and (ii) the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Treasury Regulations. Computation of the amount of a Holder’s Restoration Obligation, and any determinations related thereto, shall be made in accordance with the Treasury Regulations. Retirement means, with respect to a Managing Member, (i) the death, Incapacity, or Bankruptcy of such Managing Member; (ii) its withdrawal from the Company; (iii) its assignment of its entire Managing Member Interest in compliance with this Agreement (other than an assignment of its right to receive distributions); (iv) if such Managing Member is a trustee of a trust, the termination of the trust but not merely the substitution of a new trustee; (v) if such Managing Member is a corporation, the filing of a certificate of dissolution, or its equivalent, for said corporation, or the revocation of its charter; (vi) if such Managing Member is a separate limited liability company, the dissolution and termination of such separate limited liability company; (vii) if such Managing Member is a partnership, the dissolution and termination of said partnership; or (viii) if such Managing Member is an estate, the distribution by the fiduciary of the estate’s entire interest in the Company.
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Restoration Obligation means with respect to any Member as of the end of a Fiscal Year (or at such other time referred to in this Agreement), the sum of the following amounts:
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Examples of Restoration Obligation in a sentence

  • In determining the fair value of the Mines Restoration Obligation, assumptions and estimates are made in relation to discount rates, the expected cost of mines restoration and the expected timing of those costs.

  • The Partnership will maintain an amount of indebtedness of the Partnership that is considered “recourse” indebtedness (taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the general partner) equal to or greater than the sum of the amounts subject to a Deficit Restoration Obligation of all Protected Partners and other partners in the Partnership.

  • The failure of all of these reports has been that no one has been charged with the responsibility to “make it work.” In the final analysis, that is the charge and responsibility of this Transition Team.

  • The Borrower will notify the Agent and any Protected Partner (as defined in the Tax Protection Agreement) in writing at any time it is required to provide an opportunity to any Protected Partner to either (i) guarantee Qualified Guarantee Indebtedness (as defined in the Tax Protection Agreement), or (ii) enter into a Deficit Restoration Obligation (as defined in the Tax Protection Agreement) as required under Article 3 of the Tax Protection Agreement.

  • The Impact of a Capital Account Deficit Restoration Obligation on a Partner’s At-Risk Amount and Share of Liabilities: Hubert Enterprises, Inc.

  • The Partnership will use commercially reasonable efforts to maintain an amount of indebtedness of the Partnership that would be considered “recourse” indebtedness (taking into account all of the facts and circumstances related to the indebtedness, the Partnership and the general partner) equal to or greater than the sum of the amounts subject to a Deficit Restoration Obligation of all Protected Partners and other partners in the Partnership.

  • In 1994, CCEP/2 made a demand on certain other partners of Broad & Locust Associates for the amount of the Deficit Restoration Obligation ("DRO") as defined in the Broad & Locust Associates Second Amended and Restated Partnership Agreement entered into in July 1984 by CCEP/2 and certain other partners.

  • Put a “Bottom” Deficit Restoration Obligation in YourPartnership Liability Allocation Tool Box .........................................

  • The Impact of a Capital Account Deficit Restoration Obligation on a Partner’s At-Risk Amount and Shareof Liabilities: Hubert Enterprises, Inc.

  • Furthermore, if there is any Section 752 Change in Law or other change in law, the Partnership shall have no liability to a Protected Partner hereunder by virtue of a Guarantee or Deficit Restoration Obligation failing, in itself and as a result of such change, to provide the Protected Partner an allocation of Partnership liabilities, provided that prior to such change in law the Partnership had complied in full with the provisions of this Article 3.


More Definitions of Restoration Obligation

Restoration Obligation means the following obligations of the Vendor to be completed at the Vendor’s sole cost and expense as soon as reasonably possible, in a good and workmanlike manner, in compliance with all applicable Laws: (A) repair any material damage to the Property arising from any Removal Activities, and (B) otherwise restore the Property to the condition existing in all material respects immediately prior to commencement of such Removal Activities (other than replacing the Inventory, FF&E and any other Excluded Assets removed from the Property or matters not caused in connection with the Removal Activities).
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Restoration Obligation means, with respect to any Member as of the end of a Fiscal Year (or at such other time referred to in this Agreement), the sum of the following amounts: (i) the amount, if any, which such Member is obligated or deemed obligated to restore to the Company (whether by operation of state or local law, loan guarantees, indemnification agreements or otherwise); plus (ii) such Member’s share (if any) of the Company Minimum Gain as determined at that time under Section 1.704-2(g)(1) of the Treasury Regulations; plus (iii) such Member’s share (if any) of the Company’s Member Nonrecourse Debt Minimum Gain as determined at that time under Section 1.704-2(i)(5) of the Treasury Regulations.
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Restoration Obligation has the meaning given in the Parent Undertaking Guaranty.
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Restoration Obligation means, with respect to any Member, the sum of (i) the amount of any express, unconditional obligation of such Member pursuant to this Agreement to restore to the Company the amount of any deficit in such Member's Capital Account, which meets the timing requirements of the Allocation Regulations, and (ii) the amount of any deficit balance in such Member's Capital Account which such Member is treated as obligated to restore pursuant to
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Restoration Obligation. For a Partner at a given time, an amount ---------------------- equal to the sum at such time, of (i) such Partner's allocable share (as determined under Section 752 of the Code) of any recourse indebtedness of the Partnership which could not be repaid out of the Partnership's assets if all such assets were sold at their respective Carrying Values, (ii) any unconditional obligation of such Partner to contribute additional amounts to the capital of the Partnership in the future (to the extent not previously taken into account in determining such Partner's share of recourse liabilities of the Partnership) and (iii) such Partner's share of Minimum Gain and share of Partner Minimum Gain.
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Related to Restoration Obligation

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Conversion Obligation shall have the meaning specified in Section 14.01(a).

  • Interest Rate Protection Obligations means the obligations of any Person pursuant to any Interest Rate Protection Agreements.

  • Defects Liability Expiry Certificate means the certificate to be issued by the Client to the Contractor, in accordance with the Contract.

  • Net Obligation means the amount owed to PJMSettlement and PJM for purchases from the PJM Markets, Transmission Service, (under Tariff, Parts II and III , and other services pursuant to the Agreements, after applying a deduction for amounts owed to a Participant by PJMSettlement as it pertains to monthly market activity and services. Should other markets be formed such that Participants may incur future Obligations in those markets, then the aggregate amount of those Obligations will also be added to the Net Obligation.

  • Service obligation means the contractual obligation undertaken by an individual under section 2705 or section 2707 to provide health care services for a determinable time period at a site designated by the department.

  • Obligation Category means Payment, Borrowed Money, Bond, Loan, or Bond or Loan, only one of which shall be specified in the Standard, and:

  • zero-coupon obligation means a debt security that does not expressly provide for the accrual of interest, and includes the former component parts of a debt security that did expressly provide for the accrual of interest if that component part does not itself expressly provide for the accrual of interest.

  • Refunded Obligations means, collectively, the Refunded Notes, if any, and the Refunded Bonds, if any, refunded by each Series.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • L/C Reimbursement Obligation means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Safety Obligations means all applicable obligations concerning health and safety (including any duty of care arising at common law, and any obligation arising under statute, statutory instrument or mandatory code of practice) in Great Britain;

  • Retained Obligations shall have the meaning set forth in Section 2.6.

  • Unfunded Pension Liability means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

  • Guaranty Obligation has the meaning specified in the definition of "Contingent Obligation."

  • Payment Obligations means any and all obligations of the Authority to pay or reimburse the Bank contained in or evidenced by any Authority Document, including, without limitation, obligations to reimburse the Bank for all Drawings under the Letter of Credit, all obligations to repay the Bank for any Unreimbursed Amount and any Bank Loan, including all interest accrued thereon, all amounts owing under the Bank Note, the fees relating to the Letter of Credit and all other obligations of the Authority to the Bank arising under, or in relation to, or evidenced by, this GR Reimbursement Agreement or the Bank Note.

  • Current Pay Obligation means a Collateral Debt Obligation that would otherwise be a Defaulted Obligation, but as to which:

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Maximum Liability has the meaning assigned to such term in Section 10.10.

  • Credit Improved Obligation means any Collateral Debt Obligation which, in the Investment Manager’s judgment, has significantly improved in credit quality and in respect of which one of the following is satisfied:

  • Defects Liability Period means the warranty period following the taking over, during which the Contractor is responsible for making good, defects and damage in Goods and Services provided, under the Contract.

  • Required Percentage-Remedies shall be 66-2/3% of the aggregate Voting Rights.

  • Non-recourse Obligation means indebtedness or other obligations substantially related to (1) the acquisition of assets not previously owned by the Company or any direct or indirect Subsidiaries of the Company or (2) the financing of a project involving the development or expansion of properties of the Company or any direct or indirect Subsidiaries of the Company, as to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any direct or indirect Subsidiary of the Company or such Subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).