Pre-Distribution Periods Sample Clauses

Pre-Distribution Periods. For each Pre-Distribution Period ending prior to June 1, 1993, Federal, State, and Foreign Income Tax expense was appropriately recorded on the separate company books for each member of the Newco Group. For each Pre-Distribution Period beginning after May 31, 1993, Newco's liability for any Federal, State, and Foreign Income Tax shall be determined under the "Book-Tax Method." Under this method, Newco's liability for Federal, State, and Foreign Income Tax is computed by applying each year's overall effective Income Tax rate derived for the Newco Group to that year's book income of each member of such group. Such method is followed for each Pre- Distribution Period beginning after May 31, 1993. To the extent there is a net Tax expense, Newco shall be liable for and shall pay NDC an amount equal to such expense. To the extent there is a Tax benefit, NDC shall be liable for and shall pay Newco an amount equal to such benefit. NDC shall be liable for all Federal, State, and Foreign Income Tax for the Pre-Distribution Periods other than amounts for which Newco is liable pursuant to this Section 2.1(a). NDC and Newco previously have agreed to the amount of Newco's liability for Federal, State and Foreign Income Tax for the Pre-Distribution Periods ending on or before May 31, 2000, under the Book-Tax Method. Such agreed Tax liability shall not be altered except as a result of adjustments resulting from the audit of the Tax Returns relating to such tax periods.
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Pre-Distribution Periods. For purposes of Section 2.01(a)(i) and 2.01(b)(i), with respect to a Pre-Distribution Period (x) a Company (including members of its Group, collectively, the “First Company”) shall be entitled to reduce Taxes allocated to the First Company by Tax Benefits allocated to the other Company to the extent that such Tax Benefits are not taken into account by the other Company (or members of its Group) in the same Tax Year, and (y) the First Company shall only be treated as using Tax Benefits allocated to the other Company to reduce Taxes to the extent that the cash Taxes payable by the First Company are actually reduced, computed on a “with and without” basis, including first using any Tax Benefits of the First Company regardless of the Tax Year in which the Tax Benefits arose; provided that, notwithstanding anything to the contrary contained in this Agreement, including Section 4.05, (x) the First Company shall not be treated as using a Tax Benefit of the other Company, and no payment shall be required to be made on account of the use of such Tax Benefit pursuant to Section 4.03, to the extent that the Tax Benefit consists of losses available under the Dutch fiscal unity rules or the U.K. group relief rules, and (y) if the First Company makes a payment to the other Company with respect to use of any Tax Benefit in accordance with this Section 2.01(c)(i) and pursuant to Section 4.03, and a Tax Benefit of the First Company subsequently becomes available, including a Tax Benefit that can be carried back to a Pre-Distribution Period, such that the other Company’s Tax Benefit would no longer be treated as used to actually reduce Taxes of the First Company, the other Company shall not be required to repay the amount previously paid by the First Company to the other Company pursuant to Section 4.03 in respect of such Tax Benefit of the other Company.
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Pre-Distribution Periods. (a) The NYC Group shall have the sole right, at the NYC Group's expense, to represent the interest of the NYC Group in any Tax Contest with respect to a Return that (i) includes solely one or more members of the NYC Group and (ii) relates solely to items for which the NYC Group is responsible hereunder. (b) The PRR Group shall have the sole right, at the PRR Group's expense, to represent the interest of the PRR Group in any Tax Contest with respect to a Return that (i) includes solely one or more members of the PRR Group and (ii) relates solely to items for which the PRR Group is responsible hereunder. (c) Except as otherwise provided in Sections 5.02(a) and 5.02(b), Green shall have the sole right, at its own expense, to represent the interests of the members of the Green Consolidated Group in any Tax Contest relating to a Pre-Distribution Period (including the right to retain counsel, at Green's expense, reasonably acceptable to the NYC Group and the PRR Group); provided, however, that if a Tax Contest includes any issue for which either the CSX Entities or the NS Entities would reasonably be expected to have an indemnification obligation pursuant to Article III of this Agreement, either the CSX Entities or the NS Entities, or both Groups jointly and cooperatively, as the case may be (the "INDEMNIFYING PARTY"), shall have the right to represent the members of the Green Consolidated Group (including the right to retain counsel of the Indemnifying Party's choice) with respect to any such issue in such a Tax Contest, and, regardless whether the Indemnifying Party elects to represent the members of the Green Consolidated Group with respect to such issue, any expenses relating to any such issue shall be borne and paid by the Indemnifying Party. Regardless whether there is an Indemnifying Party that is entitled to represent the Green Consolidated Group with respect to any part of a Tax Contest pursuant to the proviso in the preceding sentence, both the CSX Entities (or their designee) and the NS Entities (or their designee) shall have the right to attend any formally scheduled meetings with any taxing authority or hearings or proceedings before any judicial authorities in connection with any Tax Contest for which representation is determined by this Section 5.02(c).
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Related to Pre-Distribution Periods

  • Share Distributions Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

  • Election Period The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Limitation Periods To the extent that any limitation period applies to any claim for payment of the Obligations or remedy for enforcement of the Obligations, the Obligor agrees that: (a) any limitation period is expressly excluded and waived entirely if permitted by applicable law; (b) if a complete exclusion and waiver of any limitation period is not permitted by applicable law, any limitation period is extended to the maximum length permitted by applicable law; (c) any applicable limitation period shall not begin before an express demand for payment of the Obligations is made in writing by the Credit Union to the Obligor; and (d) any applicable limitation period shall begin afresh upon any payment or other acknowledgment of the Obligations by the Obligor.

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Retention periods Documentation which serves as evidence of orderly and proper data processing must be retained by ATOSS in accordance with the applicable statutory retention periods beyond the end of the contract. To relieve itself of this obligation, ATOSS may turn said documentation over to the Customer at the end of the contract.

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • Meal Periods (a) Meal periods shall be scheduled as close as possible to the middle of the scheduled hours of work. The length of the meal period shall be agreed to at the local level and shall be not less than 30 minutes nor more than 60 minutes. (b) An employee shall be entitled to take their meal period away from the workstation. Where this cannot be done, the meal period shall be considered as time worked.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event 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, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

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