Non-Assignability; Tax Treatment Sample Clauses

Non-Assignability; Tax Treatment. The right to receive the Trading Price Consideration pursuant to this Section 2.04 prior to the actual receipt thereof shall not be assignable or transferable (except to Permitted Transferees after prior written notice to Subversive) and the Parties hereby agree that the rights Table of Contents to receive the portion of the Trading Price Consideration shall not be evidenced by negotiable certificates and that the Parties shall not take any action to make such rights “readily marketable” (as such term is used in Revenue Procedure 84-42). The Parties intend that: (i) the Trading Price Consideration received by SC Vessel pursuant to this Section 2.04 shall be considered as Subversive Common Shares received from Subversive in exchange for OG Enterprises Shares and that no gain or loss shall be recognized by SC Vessel, or its direct or indirect owners, as a result of the receipt of such Trading Price Consideration pursuant to Sections 354 and 368 of the Code, and (ii) such Trading Price Consideration shall not constitute “boot” for purposes of Sections 354 and 368 of the Code. The Parties agree to report such Trading Price Consideration consistently with the foregoing and agree not to take any positions or to cause or permit any action or position to be taken inconsistent with the foregoing, unless otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code. In the event that the position in this Section 2.04(c) is disputed by any Governmental Authority, the Party receiving notice of such dispute shall promptly notify and consult with the other Party, and shall use reasonable best efforts to contest such dispute in a manner consistent with this Section 2.04(c).
Sample 1
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Non-Assignability; Tax Treatment. The interests, if any, of any LCV Shareholder, any holder of the LCV 2019 Notes, any holder of the 2020 Warrants or any Employed Option Holder of any portion of the Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares pursuant to this Section 2.04 shall not be assignable or transferable (except to Permitted Transferees of such LCV Shareholder and after prior written notice to Subversive) and the Parties hereby agree that the rights to receive the portion of the Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares shall not be evidenced by negotiable certificates and that the Parties shall not take any action to make such rights “readily marketable” (as such term is used in Revenue Procedure 84-42). Subject to Section 2.02(b) and Section 2.02(j), the Parties intend that (x) Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares received by the LCV Shareholders pursuant to this Section 2.04 shall be considered for US federal income tax purposes as stock received from Subversive in exchange for LCV Shares and that no gain or loss shall be recognized by the LCV Shareholders as a result of the receipt of such Contingent Merger Consideration pursuant to Sections 354 and 368 of the Code, and (y) that such Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares shall not constitute “boot” for purposes of Sections 354 and 368 of the Code. The Parties agree to report such Contingent Merger Consideration, the Forgiven PPP Contingent Consideration and the Remaining Tax Deficiency Holdback Shares consistently with the foregoing and agree not to take any positions or to cause or permit any action or position to be taken inconsistent with the foregoing.
Sample 1

Related to Non-Assignability; Tax Treatment

  • Non-Assignability This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party.

  • Non-Assignability of Option The Option shall not be given, granted, sold, exchanged, transferred, pledged, assigned or ­otherwise encumbered or disposed of by Optionee, excepting by Will or the laws of descent and distribution, and, during the lifetime of Optionee, shall not be exercisable by any other person, but only by Optionee.

  • Non-assignability; Termination (a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding.

  • Assignability This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.

  • Nonassignability Neither this Agreement nor any right or interest hereunder shall be assignable by the Executive, his beneficiaries, dependents or legal representatives without the Company’s prior written consent; provided, however, that nothing in this Section 7.10 shall preclude (a) the Executive from designating a beneficiary to receive any benefit payable hereunder upon his death or (b) the executors, administrators or other legal representatives of the Executive or his estate from assigning any rights hereunder to the Person(s) entitled thereto.

  • Indemnitee Rights on Unfavorable Determination; Binding Effect If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 15, the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

  • Additional Indemnification Rights Non Exclusivity a. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Articles, the By-Laws or by statute.

  • Binding Effect; Assignability; Multiple Lenders (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Account Bank, the Collateral Custodian and their respective successors and permitted assigns. Each Lender and their respective successors and assigns may assign (with the consent of the Administrative Agent, such consent not to be unreasonably withheld), or grant a security interest or sell a participation interest in, (i) this Agreement and such Lender’s rights and obligations hereunder and interest herein in whole or in part (including by way of the sale of participation interests therein) or (ii) any Advance (or portion thereof) or any Revolving Note (or any portion thereof) to any Eligible Assignee; provided that prior to an Event of Default (unless waived or rescinded), consent of the Borrower (such consent not to be unreasonably withheld) shall be required for (x) a Liquidity Bank to assign to any Eligible Assignee that is not a Liquidity Bank, a Conduit Lender in such Liquidity Bank’s Lender Group or an Affiliate of a Liquidity Bank or (y) an Institutional Lender to assign to any Eligible Assignee that is not an Affiliate of such Lender; provided, further, that, a Conduit Lender may at any time pledge or grant a security interest or Lien in all or any portion of its rights under this Agreement to secure any obligations of such Conduit Lender, without notice to or consent of the Borrower, the Servicer or any other Person so long as such pledge or grant of a security interest or Lien shall not release such Conduit Lender from any of its obligations hereunder, or substitute any such pledgee or guarantee for such Conduit Lender as a party hereto. Any such assignee, that is not, immediately prior thereto, a Lender hereunder (which, for the avoidance of doubt, shall not include the purchaser of a participation interest or the grantee of a security interest, but which shall include any such grantee of a security interest at the time of completion, but not before, of any foreclosure on such security interest where such grantee seeks to become a Lender hereunder) shall execute and deliver to the Servicer, the Borrower and the Administrative Agent a fully-executed Transferee Letter substantially in the form of Exhibit N hereto (a “Transferee Letter”) and a fully-executed Joinder Supplement. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the related Lender Agent for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the applicable Lender Agent. None of the Borrower, the Transferor or the Servicer may assign, or permit any Lien to exist upon, any of its rights or obligations hereunder or under any Transaction Document or any interest herein or in any Transaction Document without the prior written consent of each Lender Agent and the Administrative Agent. Nothing in this Agreement, the Transferee Letter or Joinder Supplement shall restrict or delay a Conduit Lender’s ability to assign its interests hereunder to its Liquidity Bank or an Affiliate or to any other Conduit Lender in its Lender Group or to grant a security interest in its interests hereunder to a Conduit Trustee.

  • Assignability; Binding Effect This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of their respective Affiliates provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

  • Assignability and Binding Effect This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors and legal representatives of the Executive, and shall inure to the benefit of and be binding upon the Corporation and its successors and assigns. The Executive may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of his rights or obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect.

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