Contribution by Empire of 100 Sample Clauses

Contribution by Empire of 100 of the limited liability company interest of OpCo. Empire hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to the Partnership its 100% limited liability company interest in OpCo (the “LP Contribution Interest”), as a capital contribution, in exchange for (i) [ ● ] Common Units representing a [ ● ]% limited partner interest in the Partnership, (ii) [ ● ] Subordinated Units representing a [ ● ]% limited partner interest in the Partnership and (iii) the right to receive the Equity Distribution, a portion of which will be used to reimburse Empire for certain capital expenditures it incurred with respect to the contributed assets pursuant to Treasury Regulation Section 1.707-4(d). The Partnership hereby (A) accepts such LP Contribution Interest as a contribution to the capital of the Partnership, and (B) undertakes to pay the Equity Distribution to Empire as contemplated in clause (iii) of this Section 4.3 (the “LP Contribution”). Notwithstanding anything in the limited liability agreement of OpCo to the contrary, pursuant to the LP Contribution (i) Empire hereby ceases to be a member of OpCo and (ii) OpCo hereby continues without dissolution with the Partnership as the sole member of OpCo. In connection with the LP Contribution, the Partnership hereby issues all of the Incentive Distribution Rights to the General Partner.
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Related to Contribution by Empire of 100

  • Termination by Employer (i) Employer may terminate this Agreement upon written notice for Cause. For purposes hereof, "

  • Termination by Employee Employee may terminate his employment under this Agreement by 60 days' written notice to the Company.

  • Termination by Executive The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

  • Voluntary Termination by Company COMPANY shall have the right to terminate this Agreement, for any reason, (i) upon at least six (6) months prior written notice to M.I.T., such notice to state the date at least six (6) months in the future upon which termination is to be effective, and (ii) upon payment of all amounts due to M.I.T. through such termination effective date.

  • Termination by Company The Company will have the following rights to terminate this Agreement:

  • Voluntary Termination by Executive The Executive may voluntarily terminate his employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

  • Termination by Executive for Good Reason The Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:

  • Voluntary Termination by Employee Subject to Section 12 hereof, the Employee may voluntarily terminate employment with the Bank during the term of this Agreement, upon at least 90 days' prior written notice to the Board of Directors, in which case the Employee shall receive only his compensation, vested rights and employee benefits up to the date of his termination (unless such termination occurs pursuant to Section 10(d) hereof or within the Protected Period, in Section 12(a) hereof, in which event the benefits and compensation provided for in Sections 10(d) or 12, as applicable, shall apply).

  • Resignation by Executive (a) Executive may resign from Executive’s employment with the Company at any time by giving notice as described in Section 7.1.

  • Voluntary Resignation by Executive Executive may voluntarily resign Executive’s position with Company for any reason, at any time after the Effective Date, on five (5) days’ advance written notice. In the event of Executive’s resignation, Executive will be entitled to receive only the Base Salary for the five-day notice period and no other amount (other than amounts to which Executive is entitled pursuant to Section 5 or 6 hereof). All other Company obligations to Executive pursuant to this Agreement will become automatically terminated and completely extinguished upon termination of employment. In addition, Executive will not be entitled to receive any other Severance Benefits described in Section 7.2, above. The provisions of this Section 7.4 shall not apply to Executive’s resignation for Good Reason.

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