ADDITIONAL OPPORTUNITY FOR SCR PARTNERS TO ENTER INTO DEFICIT RESTORATION OBLIGATIONS AND GUARANTEES Sample Clauses

ADDITIONAL OPPORTUNITY FOR SCR PARTNERS TO ENTER INTO DEFICIT RESTORATION OBLIGATIONS AND GUARANTEES. Without limiting any of the obligations of Vornado OP under this Agreement, Vornado OP shall consider in good faith a request by an SCR Unitholder to enter into an agreement with Vornado OP to bear the economic risk of loss as to a portion of Vornado OP's recourse indebtedness by undertaking an obligation to restore a portion of its negative capital account balance upon liquidation of such SCR Unitholder's interest in Vornado OP and/or to bear financial liability under a Guarantee Agreement substantially in the form of Schedule 7 hereto for indebtedness that would be considered Qualifying Guarantee Indebtedness under Section 3(b) hereof, if such SCR Unitholder shall provide information from its professional tax advisor satisfactory to Vornado OP showing that, in the absence of such agreement, such SCR Unitholder likely would not be allocated from Vornado OP sufficient indebtedness under Section 752 of the Code and the at-risk provisions under Section 465 of the Code to avoid the recognition of gain (other than gain required to be recognized by reason of actual cash distributions from Vornado OP). Vornado OP and its professional tax advisors shall cooperate in good faith with such SCR Unitholder and its professional tax advisors to provide such information regarding the allocation of Vornado OP liabilities and the nature of such liabilities as is reasonably necessary in order to determine the SCR Unitholder's adjusted tax basis in its Units and at-risk amount. In deciding whether or not to grant such a request, Vornado OP shall be entitled to take into account all factors related to Vornado OP, including, without limitation, the existing and anticipated debt structure of Vornado OP, the tax situations of all other partners in Vornado OP, including Vornado REIT (individually and as a group), and the effect that granting such a request might have on their tax situation, the restrictions set forth in Article 3, and the anticipated long-term business needs of Vornado OP. Vornado OP's only obligation with respect to any such request from an SCR Unitholder pursuant to this Article 6 shall be to act in good faith, as determined in Vornado's sole discretion. If Vornado OP permits an SCR Unitholder to enter into an agreement under this Article 6, Vornado OP shall be under no further obligation with respect thereto, and Vornado OP shall not be required to indemnify such SCR Unitholder for any damage incurred, in connection with or as a result of such agreement or the...
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Related to ADDITIONAL OPPORTUNITY FOR SCR PARTNERS TO ENTER INTO DEFICIT RESTORATION OBLIGATIONS AND GUARANTEES

  • Limitation on Guarantees of Indebtedness by Restricted Subsidiaries The Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities of the Issuer or any Guarantor), other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless:

  • Compliance with Certain Requirements of Regulations; Deficit Capital Accounts In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article X to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in such Member’s Capital Account (after giving effect to all contributions, distributions and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Unit Holders pursuant to this Article X may be: (i) distributed to a trust established for the benefit of the Unit Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company, in which case the assets of any such trust shall be distributed to the Unit Holders from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement; or (b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Unit Holders as soon as practicable.

  • Partnership Obligations (a) Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

  • Additional Obligations of the Company The Company shall:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • FUNDS AS PARTIES; LIMITATION ON FUND LIABILITIES (a) The Custodian acknowledges and agrees that the obligations assumed by each of the Funds hereunder shall be limited in all cases to the assets of the Fund and that the Custodian may not seek satisfaction of any such obligation from the officers, agents, employees, trustees, directors or shareholders of the Fund. With respect to each Fund organized as a Massachusetts business trust or other business trust (or Portfolio thereof) where the trustees, officers, employees or shareholders of such business trust (or Portfolio thereof) may be held personally liable for its obligations, the Custodian acknowledges and agrees that, to the extent such trustees or officers are regarded as entering into this Agreement, they do so only as trustees or officers and not individually and that the obligations of this Agreement are not binding upon any such trustee, officer, employee or shareholder individually, but are binding only upon the assets and property of said Fund (or Portfolio thereof). The Custodian hereby agrees that such trustees, officers, employees or shareholders shall not be personally liable under this Agreement and that the Custodian shall look solely to the property of the Fund (or Portfolio thereof) for the performance of the Agreement or payment of any claim under the Agreement.

  • Conditions Precedent to the Obligations of the Company to sell Shares The obligation of the Company to sell Shares at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • Conditions to Obligations of the Company to Effect the Merger The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of the Company to Effect the Merger The obligation of the Company to effect the Merger is further subject to the fulfillment of the following conditions:

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