Continuing Liabilities Upon Adjustments of Ownership Interests Sample Clauses

Continuing Liabilities Upon Adjustments of Ownership Interests. Any reduction or elimination of either Member's Ownership Interest under SECTION 4.2 ----------- of the OA shall not relieve such Member of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date, or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section, such Member's share of such liability shall be equal to its Ownership Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any prior reduction, readjustment and restoration of Ownership Interests under SECTIONS 4.4, 10.5, 10.6 and 11.5 of the OA (or, as to --------------------------------- such liability arising out of acts or omissions occurring or conditions existing prior to the Effective Date, equal to such Member's initial Ownership Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in PARAGRAPH 2.14 OF EXHIBIT B, each of the Members shall be --------------------------- liable for its proportionate share (i.e., Ownership Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Ownership Interests under SECTIONS 4.4, 10.5, 10.6 and 11.5 of the OA, of the cost of satisfying such -------------------------------------- Continuing Obligations, notwithstanding that either Member has previously resigned from the Company or that its Ownership Interest has been reduced or converted to an interest in "NET PROCEEDS" pursuant to SUBSECTION 4.4(A) of the ------------ ----------------- OA.
AutoNDA by SimpleDocs
Continuing Liabilities Upon Adjustments of Ownership Interests. As between the Members, any reduction or elimination of either Member's Ownership Interest under the LLC Agreement as Amended or pursuant to a withdrawal or resignation of a Member from the Company, this Agreement or the LLC Agreement as Amended shall not relieve such Member of its share of any arising out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section and as between the Members, such Member's share of such liability shall be equal to its Ownership Interest at the time the act or omission giving rise to the liability occurred. Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Paragraph 3.14 of Exhibit B of the LLC Agreement as Amended, each of the Members shall, as between the Members, be liable for its proportionate share (i.e., Ownership Interest at the time that the act or omission giving rise to such liability occurred) of the cost of satisfying such Continuing Obligations, notwithstanding that either Member has previously resigned from the Company or that its Ownership Interest has been reduced or eliminated pursuant to the LLC Agreement as Amended.
Continuing Liabilities Upon Adjustments of Ownership Interests. Any reduction or elimination of either Member’s Ownership Interest under Section 4.2 of the LLC Agreement shall not relieve such Member of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether arising, before or after such reduction or elimination, from acts or omissions occurring or conditions existing before the Effective Date, or from Operations conducted during the term of this Agreement but before such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section, such Member’s share of such liability shall be equal to its Ownership Interest at the time the act or omission giving rise to the liability occurred, after first taking into account any prior reduction, readjustment and restoration of Ownership Interests under Sections 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement (or, as to such liability arising from acts or omissions occurring or conditions existing before the Effective Date, equal to such Member’s initial Ownership Interest). Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Paragraph 2.14 of Exhibit B, each of the Members shall be liable for its proportionate share (i.e., Ownership Interest at the time of the act or omission giving rise to such liability occurred), after first taking into account any reduction, readjustment and restoration of Ownership Interests under Sections 4.4, 10.5, 10.6 and 11.5 of the LLC Agreement, of the cost of satisfying such Continuing Obligations, notwithstanding that either Member has previously resigned from the Company or that its Ownership Interest has been reduced or converted to an interest in Net Proceeds pursuant to Subsection 4.4.1 of the LLC Agreement.
Continuing Liabilities Upon Adjustments of Ownership Interests. 3 3.2 Continuing Obligations and Environmental Liabilities............... 3 3.3 Grant of Lien and Security Interest................................ 3 3.4
Continuing Liabilities Upon Adjustments of Ownership Interests. 19 4.2 Continuing Obligations and Environmental Liabilities-------------19 4.3
Continuing Liabilities Upon Adjustments of Ownership Interests. Any actual or deemed resignation of a Member or any reduction of a Member's Ownership Interest shall not relieve such Member of its share of any liability, whether accruing before or after such withdrawal or reduction, arising out of Operations conducted or any other matter occurring prior to such resignation or reduction, including without limitation, Environmental Compliance and other Continuing Obligations. Should the cumulative cost of satisfying any Continuing Obligation be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund provided for in Paragraph 2.14 of Exhibit B and should any Member be found liable therefore, the Members shall make capital contributions to the Company (or if the Company has been terminated, make payment directly to the Member found liable), in proportion to their respective Ownership Interests, to fund any such Continuing Obligations. For purposes of this Section 4.1, a Member's share of such liability shall be equal to its Ownership Interest at the time that the Operations or other matter giving rise to such liability occurred, after first taking into account any prior reduction, readjustment and restoration of Ownership Interests pursuant to Sections 4.4, 10.5, 10.6 or 11.5 of the LLC Operating Agreement and notwithstanding that either Member has previously resigned or been deemed to have resigned from the Company or that its Ownership Interest has been reduced or converted to an interest in Net Proceeds pursuant to Subsection 4.4(a) of the LLC Operating Agreement. Nothing in this Section 4.1 shall be deemed to waive or diminish the limitations of liability provided for by the Act.
Continuing Liabilities Upon Adjustments of Ownership Interests. As between the Members, any elimination of any Member's Ownership Interest pursuant to a withdrawal or resignation of a Member from the Company, this Agreement or the Operating Agreement shall not relieve such Member of its share of any liability, including, without limitation, Continuing Obligations, Environmental Liabilities and Environmental Compliance, arising, before or after such reduction or elimination, out of acts or omissions occurring or conditions existing prior to the Effective Date, or out of Operations conducted during the term of this Agreement but prior to such reduction or elimination, regardless of when any funds may be expended to satisfy such liability. For purposes of this Section 4.2 and as between the Members, such Member's share of such liability shall be equal to its Ownership Interest at the time the act or omission giving rise to the liability occurred. Should the cumulative cost of satisfying Continuing Obligations be in excess of cumulative amounts accrued or otherwise charged to the Environmental Compliance Fund as described in Paragraph 3.14 of Exhibit B of the Operating Agreement, each of the Members shall, as between the Members, be liable for its proportionate share (i.e., Ownership Interest at the time that the act or omission giving rise to such liability occurred) of the cost of satisfying such Continuing Obligations, notwithstanding that either Member has previously resigned from the Company or that its Ownership Interest has been eliminated pursuant to Section 3.2 of the Operating Agreement.
AutoNDA by SimpleDocs

Related to Continuing Liabilities Upon Adjustments of Ownership Interests

  • Liabilities Upon Termination If this Agreement is terminated for any reason other than those set forth in Section 12.01 or is breached, nothing contained herein shall be construed to limit Seller’s or Buyer’s legal or equitable remedies including, without limitation, damages for the breach or failure of any representation, warranty, covenant or agreement contained herein and the right to enforce specific performance of this Agreement.

  • Can I Roll Over or Transfer Amounts from Other IRAs You are allowed to “roll over” a distribution or transfer your assets from one Xxxx XXX to another without any tax liability. Rollovers between Xxxx IRAs are permitted every 12 months and must be accomplished within 60 days after the distribution. Beginning in 2015, just one 60 day rollover is allowed in any 12 month period, inclusive of all Traditional, Xxxx, SEP, and SIMPLE IRAs owned. If you are single, head of household or married filing jointly, you may convert amounts from another individual retirement plan (such as a Traditional IRA) to a Xxxx XXX, there are no AGI restrictions. Mandatory required minimum distributions from Traditional IRAs, must be removed from the Traditional IRA prior to conversion. Rollover amounts (except to the extent they represent non-deductible contributions) are includable in your income and subject to tax in the year of the conversion, but such amounts are not subject to the 10% penalty tax. However, if an amount rolled over from a Traditional IRA is distributed from the Xxxx XXX before the end of the five-tax-year period that begins with the first day of the tax year in which the rollover is made, a 10% penalty tax will apply. Effective in the tax year 2008, assets may be directly rolled over (converted) from a 401(k) Plan, 403(b) Plan or a governmental 457 Plan to a Xxxx XXX. Subject to the foregoing limits, you may also directly convert a Traditional IRA to a Xxxx XXX with similar tax results. Furthermore, if you have made contributions to a Traditional IRA during the year in excess of the deductible limit, you may convert those non-deductible IRA contributions to contributions to a Xxxx XXX (assuming that you otherwise qualify to make a Xxxx XXX contribution for the year and subject to the contribution limit for a Xxxx XXX). You must report a rollover or conversion from a Traditional IRA to a Xxxx XXX by filing Form 8606 as an attachment to your federal income tax return. Beginning in 2006, you may roll over amounts from a “designated Xxxx XXX account” established under a qualified retirement plan. Xxxx XXX, Xxxx 401(k) or Xxxx 403(b) assets may only be rolled over either to another designated Xxxx Qualified account or to a Xxxx XXX. Upon distribution of employer sponsored plans the participant may roll designated Xxxx assets into a Xxxx XXX but not into a Traditional IRA. In addition, Xxxx assets cannot be rolled into a Profit-Sharing-only plan or pretax deferral-only 401(k) plan. In the event of your death, the designated beneficiary of your Xxxx 401(k) or Xxxx 403(b) Plan may have the opportunity to rollover proceeds from that Plan into a Beneficiary Xxxx XXX account. Strict limitations apply to rollovers, and you should seek competent advice in order to comply with all of the rules governing any type of rollover.

  • Adjustments Upon Specified Events Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b).

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Adjustments for Certain Dividends and Distributions If the Maker shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction:

  • No Claim Regarding Stock Ownership or Consideration There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Shares.

  • Can I Roll Over or Transfer Amounts from Other IRAs or Employer Plans If properly executed, you are allowed to roll over a distribution from one Traditional IRA to another without tax penalty. Rollovers between Traditional IRAs may be made once every 12 months and must be accomplished within 60 days after the distribution. Beginning in 2015, just one 60 day rollover is allowed in any 12 month period, inclusive of all Traditional, Xxxx, SEP, and SIMPLE IRAs owned. Under certain conditions, you may roll over (tax-free) all or a portion of a distribution received from a qualified plan or tax-sheltered annuity in which you participate or in which your deceased spouse participated. In addition, you may also make a rollover contribution to your Traditional IRA from a qualified deferred compensation arrangement. Amounts from a Xxxx XXX may not be rolled over into a Traditional IRA. If you have a 401(k), Xxxx 401(k) or Xxxx 403(b) and you wish to rollover the assets into an IRA you must roll any designated Xxxx assets, or after tax assets, to a Xxxx XXX and roll the remaining plan assets to a Traditional IRA. In the event of your death, the designated beneficiary of your 401(k) Plan may have the opportunity to rollover proceeds from that Plan into a Beneficiary IRA account. In general, strict limitations apply to rollovers, and you should seek competent advice in order to comply with all of the rules governing rollovers. Most distributions from qualified retirement plans will be subject to a 20% withholding requirement. The 20% withholding can be avoided by electing a “direct rollover” of the distribution to a Traditional IRA or to certain other types of retirement plans. You should receive more information regarding these withholding rules and whether your distribution can be transferred to a Traditional IRA from the plan administrator prior to receiving your distribution.

  • Preservation of Purchase Rights Upon Merger, Consolidation, etc In case of any consolidation of the Company with or merger of the Company into another corporation or in case of any sale, transfer or lease to another corporation of all or substantially all of the property of the Company, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholders an agreement that the Warrantholders shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase upon exercise of this Warrant the kind and amount of shares and other securities and property which such holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, transfer or lease had this Warrant been exercised immediately prior to such action; PROVIDED, HOWEVER, that no adjustment in respect of cash dividends, interest or other income on or from such shares or other securities and property shall be made during the term of this Warrant or upon the exercise of this Warrant. Such agreement shall provide for adjustments, which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 5. The provisions of this Section 5 shall apply similarly to successive consolidations, mergers, sales, transfers or leases.

  • Adjustments Upon Certain Events In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.

  • Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:

Time is Money Join Law Insider Premium to draft better contracts faster.