Apportionment of Section 382 Limitation Sample Clauses

Apportionment of Section 382 Limitation. In the event that (i), as of the date hereof, and without taking into account the transactions described in Article 2 of this Agreement, the utilization of any Tax Asset of Nebco or a Subsidiary of Nebco is subject to a limitation under Section 382 or 383 of the Code, the Regulations issued thereunder or Treasury Regulations Sections 1.1502-91T, -92T, -93T, -94T, -95T, -96T, - 98T or -99T and (ii) Holbxxx xx permitted under Treasury Regulations Section 1.1502- 95T to elect to apportion, on or following the Closing Date, such limitation to (A) Nebco, (B) a Subsidiary of Nebco or (C), in the event that Nebco and/or any one or more of its Subsidiaries are members of a "loss subgroup" (as defined in Treasury Regulations Section 1.1502-91 T(d)), to such loss subgroup (the entity or entities referred to in clause (A), (B) or (C), as applicable, the "Recipient"), Holbxxx xxxll timely file a valid election pursuant to such Treasury Regulation to apportion to the Recipient a portion of such limitation, which portion shall be computed according the rules set forth in the remainder of this Section 6.05. With respect to the "value element" (as defined in Treasury Regulations Section 1.1502-95T(c)(2)(i)) of the limitation to which the preceding sentence refers, Holbxxx xxxll elect to apportion to the Recipient an amount equal to the product of (A) the equity value of the Recipient (which equity value shall be calculated in accordance with the principles of Sections 382 and 383 of the Code, the Treasury
Sample 1
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Apportionment of Section 382 Limitation. The Purchaser and the Company agree that the amount of any applicable Section 382 limitation amount that is subject to apportionment to Skyfire in connection with the Skyfire Spin-Off shall be apportioned as $6,200,000.
Sample 1

Related to Apportionment of Section 382 Limitation

  • Application of Section 280G For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax and the amount of such Excise Tax,

  • Amendment of Section 8 15(b). Section 8.15(b) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendment of Section 10 1. Section 10.1 of the Note Agreement is amended to read in its entirety as follows:

  • Amendment of Section 7 2.10(f). Clause (iii) of Section 7.2.10(f) of the Credit Agreement is hereby amended and restated in its entirety to the following:

  • Amendment of Section 6 14. Section 6.14 of the Credit Agreement is amended to read as follows:

  • Effect of Section 409A of the Code Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the date Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” (as such term is defined under Section 409A) of the Company and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement then (A) such payments shall be delayed until the date that is six months after date of Executive’s “separation from service” (as such term is defined under Section 409A of the Code) with the Company, or such shorter period that, as determined by the Company, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”) and (B) such payments shall be increased by an amount equal to interest on such payments for the Payment Delay Period at a rate equal to the prime rate in effect as of the date the payment was first due plus one point (for this purpose, the prime rate will be based on the rate published from time to time in The Wall Street Journal).

  • Amendment of Section 4 4. Pursuant to Section 9.2 of the Indenture, Section 4.4(b) of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendment of Section 9 10. In respect of the 2018 Notes only, the provisions of Section 9.10 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”. Such provisions shall be deemed not to have been deleted in respect of the 2021 Notes.

  • Amendment of Section 9.2. Section 9.2 of the Credit Agreement is hereby amended to read in its entirety as follows:

  • Amendment of Section 3 Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: Term. Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015. This Agreement shall be automatically renewed for successive additional Employment Terms of one (1) year each unless notice of termination is given in writing by either party to the other party at least thirty (30) days prior to the expiration of the initial Employment Term or any renewal Employment Term.

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