NTIA FEDERAL INTEREST IN BTOP ASSETS Sample Clauses

NTIA FEDERAL INTEREST IN BTOP ASSETS. Notwithstanding anything to the contrary contained in this Agreement, the Administrative Agent, on behalf of itself and the other Secured Parties, hereby acknowledges that the prior written consent of the National Telecommunications and Information Administration, U.S. Department of Commerce, whose address is 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000 (hereinafter with successors and assigns referred to as “NTIA”) shall be required for the Administrative Agent to cause the disposition of any Collateral acquired by Enventis in whole or in part with proceeds of the federal grant funds received by Enventis from NTIA in connection with the Broadband Technology Opportunities Program (“BTOP”), and such Collateral, the “BTOP Assets”) and for which the useful life of such BTOP Assets (as determined in accordance with the useful life schedule promulgated by NTIA) has not yet expired, and the Administrative Agent hereby agrees not to cause the disposition of any such BTOP Assets unless such prior written consent of NTIA has been obtained. The Administrative Agent, on behalf of itself and the other Secured Parties, further acknowledges that, pursuant to 15 C.F.R. Part 14, NTIA retains an undivided equitable reversionary interest (the “Federal Interest”) in the BTOP Assets for which the useful life has not yet expired in an amount equal to the percentage of the then current fair market value of the BTOP Assets attributable to NTIA’s participation in Enventis’ BTOP project (after deducting actual and reasonable selling and fix-up expenses, if any, incurred to put the property into condition for sale). The Federal Interest excludes the value of the BTOP Assets attributable to acquisition and/or improvements before and/or after NTIA’s participation in Enventis’ BTOP project and not included in BTOP project costs. The Administrative Agent, on behalf of itself and the other Secured Parties, hereby acknowledges that, as of the date hereof, NTIA’s Federal Interest in the BTOP Assets is approximately 70 percent. If any BTOP Asset is disposed of prior to the expiration of its useful life, the Administrative Agent, on behalf of itself and the other Secured Party, hereby agrees to remit to NTIA any proceeds received by any of the Secured Parties in connection with such disposition in an amount attributable to the Federal Interest at the time of such disposition.
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Related to NTIA FEDERAL INTEREST IN BTOP ASSETS

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager shall immediately proceed to wind up the affairs of the Company.

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order:

  • Deemed Contribution and Distribution Notwithstanding any other provision of this Article 13, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership’s Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and immediately thereafter, distributed Partnership Units to the Partners in the new partnership in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.3 shall be deemed to have constituted a Transfer to an Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.4 or Section 13.3 hereof.

  • Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:

  • Liability of Owner or Beneficial Owner for Taxes If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such Receipt shall remain liable for any deficiency.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Merger, Consolidation and Sale of Assets Not Liquidation For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

  • List of Restricted Securities Owners From time to time, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update that list on a regular basis. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

  • Merger or Consolidation of Seller or Purchaser Any corporation or other entity (a) into which Seller or Purchaser may be merged or consolidated, (b) resulting from any merger or consolidation to which Seller or Purchaser is a party or (c) succeeding to the business of Seller or Purchaser, in the case of Purchaser, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in Purchaser’s certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of Seller or Purchaser, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to Seller or Purchaser, as the case may be, hereunder (without relieving Seller or Purchaser of their responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further action by any of the parties to this Agreement. Seller or Purchaser shall promptly inform the other party, the Issuer, the Trust Collateral Agent and the Owner Trustee and, as a condition to the consummation of the transactions referred to in clauses (a), (b) and (c) above, (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 of this Agreement shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and be continuing, (ii) Seller or Purchaser, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Issuer and the Trust Collateral Agent an Officer’s Certificate of the Seller or a certificate signed by or on behalf of the Purchaser, as applicable, and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (iii) Seller or Purchaser, as applicable, shall have delivered to the Issuer, and the Trust Collateral Agent an Opinion of Counsel, stating, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer and the Trust Collateral Agent in the Receivables and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

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