Limited Liability of Cygnet for Pre Sample Clauses

Limited Liability of Cygnet for Pre. Closing Period Tax Liabilities Attributable to Third Party Dealer Assets . Cygnet shall be liable for, and shall indemnify and hold the Company and the Company Group harmless from, all Taxes attributable to Tax Adjustments relating to the Pre-Closing Period which are imposed on or with respect to the Company or the Company Group, but only to the extent that (a) such Taxes arise from the income, profits, or transactions of, or are otherwise attributable to Old Cygnet, Old Cygnet Alabama, the Third Party Dealer Assets, or the Third Party Dealer Business for taxable periods ending prior to the date of this Agreement (b) Cygnet or the Cygnet Group derives or will derive a Tax Benefit during the Post-Closing Period by reason of such Tax Adjustment. Accordingly, by way of illustration and not by way of limitation, if a Tax Adjustment relating to the Company Group's 1996 consolidated federal income tax return arises as a consequence of a denial of a deduction to the Company Group for such taxable year (the "1996 Tax Adjustment") and the Cygnet Group may claim a corresponding deduction in the Cygnet Group's 1999 consolidated federal income tax return, Cygnet shall be liable for, and shall indemnify and harmless the Company and the Company Group from, the Taxes attributable to the 1996 Tax Adjustment; however, if a Tax Adjustment relating to the Company Group's 1996 consolidated federal income tax return relating to the Third Party Dealer Assets arises as a consequence of a denial of a deduction to the Company Group for such taxable year but the Company Group may claim a corresponding in the Company Group's 1997 consolidated federal income tax return, Cygnet shall not be liable for, and shall not be obligated to indemnify and hold harmless the Company and the Company Group for the Taxes attributable to the 1996 Tax Adjustment.
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Related to Limited Liability of Cygnet for Pre

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

  • Limited Liability Except as provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • Unlimited Liability Neither party will exclude or limit its liability for damages resulting from: a) unauthorized use or disclosure of Confidential Information, b) either party’s breach of its data protection and security obligations that result in an unauthorized use or disclosure of personal data,

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

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