752-7 Liabilities Sample Clauses

752-7 Liabilities shall be allocated first to the present value of such payments, as were determined as of the date of the Second Amended and Restated LLC Agreement (the "PV Amount") until expenditures have been made equal to PV Amount. In each year, until expenditures equal to the Treas. Reg. 1.752-7 Liabilities are paid, deductions with respect to each Section 1.752-7 Liability shall be allocated to RTEA and any successor to the Capital Account of RTEA pursuant to Section 6.2(c) until such Members are allocated an amount of deductions equal to the PV Amount. Following such time, deductions shall be allocated among the Members in accordance with Percentage Interests. For the purposes of this Section 6.4(d), the term "Section 1.752-7 Liability" shall mean any contingent obligation that is described by Treasury Regulation Section 1.752-7, as agreed to by the Parties. The present value of contingent liabilities shall be determined using RTEA's cost of obtaining funds from unrelated financing parties, either as agreed to by the Parties or as determined through an appraisal process.
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752-7 Liabilities. For U.S. federal and applicable state and local income tax purposes, the parties agree that the cost of performance of the Company and its Subsidiaries attributable to the Advanced Payments (the “Advanced Payment Obligations”) (i) will be treated as being assumed by the Company and its Subsidiaries from the AT&T Member in a transaction governed by Treasury Regulations Section 1.752-7 (and analogous state income tax Law) and (ii) that the amount of the “amount and share of 1.752-7 liability” (as defined in Treasury Regulations Section 1.752-7(b)(3)(ii), or analogous state or local income tax Law) with respect to such Advanced Payment Obligations will be as reasonably determined by AT&T Member, in each case, with the result that AT&T Member shall be specially allocated items of deduction, expense or loss under applicable income tax Law with respect to the Advanced Payment Obligations, except as otherwise required by Law. Furthermore, the parties agree that for U.S. federal and applicable state and local income tax purposes, the Pre-Closing Period Bonuses shall be treated as governed by Treasury Regulations Section 1.752-7 (and analogous state income tax Law), with the result that AT&T Member shall be specially allocated items of deduction, expense or loss under applicable income tax Law with respect to the Pre-Closing Period Bonuses, except as otherwise required by Law.
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Related to 752-7 Liabilities

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Contingent Liabilities Assume, guarantee, become liable as a surety, endorse, contingently agree to purchase, or otherwise be or become liable, directly or indirectly (including, but not limited to, by means of a maintenance agreement, an asset or stock purchase agreement, or any other agreement designed to ensure any creditor against loss), for or on account of the obligation of any person or entity, except by the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of the Company’s business.

  • Certain Liabilities Except as disclosed on Schedule 4.10, to such Credit Parties’ knowledge, none of the present or previously owned or operated Property of any such Credit Party or of any Subsidiary thereof, wherever located, (i) has been placed on or proposed to be placed on the National Priorities List, the Comprehensive Environmental Response Compensation Liability Information System list, or their state or local analogs, or have been otherwise investigated, designated, listed, or identified as a potential site for removal, remediation, cleanup, closure, restoration, reclamation, or other response activity under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection with any Environmental Laws, that attaches to any revenues or to any Property owned or operated by any Credit Party, wherever located, which could reasonably be expected to cause a Material Adverse Change; or (iii) has been the site of any Release of Hazardous Substances or Hazardous Wastes from present or past operations which has caused at the site or at any third party site any condition that has resulted in or could reasonably be expected to result in the need for Response that could cause a Material Adverse Change.

  • Product Liabilities There are no product recalls, trade disputes, product liabilities or product tampering claims now pending, threatened against or made by or affecting the Company or any of its directors, officers or employees or the businesses, assets or rights of the Company.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Excluded Liabilities Buyer shall not assume and shall not be responsible to pay, perform or discharge any of the following liabilities or obligations of Seller (collectively, the “Excluded Liabilities”):

  • Litigation and Contingent Liabilities No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to the Company’s knowledge, threatened against any Loan Party which might reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6. Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.

  • Retained Liabilities The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Intercompany Liabilities Any and all Liabilities of Seller for intercompany advances, charges, or accounts payable of any kind or nature; and

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