Proration in the Event of a Transfer Sample Clauses

Proration in the Event of a Transfer. If any interest in the Company is transferred during a single year, then each item of Company income, gain, loss, deduction, or credit attributable to the transferred Company interest shall be prorated between the Transferor and Transferee for Federal income tax purposes as required or permitted by the Code or Regulations, using any convention or method permitted by the Code or Regulations in making such proration as may be appropriate (all as determined by the Members); provided, however, extraordinary gain or loss (if any) shall be allocated to the holder of the Company interest on the date of the disposition giving rise to the extraordinary gain or loss.
Sample 1
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Proration in the Event of a Transfer. If any Membership Interest is transferred during a Fiscal Year, then Net Profits and Net Losses attributable to the transferred Membership Interest shall be prorated between the transferor and transferee using any convention or method that the Manager deems appropriate.
Sample 1
Proration in the Event of a Transfer. If any Interest of a Member is transferred during a taxable year of the Company, then each Tax Item attributable to the transferred Interest shall be prorated between the transferor and transferee for federal income tax purposes as required or permitted by the Code or Regulations, using any convention or method permitted by the Code or Regulations in making such proration as the Management Board shall select; provided, however, extraordinary gain or loss (if any) shall be allocated to the holder of the Company Interest on the date of the disposition giving rise to the extraordinary gain or loss.
Sample 1

Related to Proration in the Event of a Transfer

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Exercise in the Event of Death In the event Participant dies before the expiration of this Option pursuant to subparagraph 2(a), this Option shall be exercisable with respect to all or part of the shares of Common Stock that Participant was entitled to purchase under subparagraph 2(b) on the date of Participant’s death. In that event, this Option may be exercised, to the extent exercisable under subparagraph 2(b), by Participant's estate or by the person or persons to whom his rights under this Option shall pass by will or the laws of descent and distribution. Participant's estate or such persons may exercise this Option within one (1) year of Participant's death or during the remainder of the period preceding the Expiration Date, whichever is shorter.

  • Payment in the Event Losses Fail to Reach Expected Level On the date that is 45 days following the last day (such day, the “True-Up Measurement Date”) of the Final Shared Loss Month, or upon the final disposition of all Shared Loss Assets under this Single Family Shared-Loss Agreement at any time after the termination of the Commercial Shared-Loss Agreement, the Assuming Institution shall pay to the Receiver fifty percent (50%) of the excess, if any, of (i) twenty percent (20%) of the Intrinsic Loss Estimate less (ii) the sum of (A) twenty-five percent (25%) of the asset premium (discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss Payments plus (C) the Cumulative Servicing Amount. The Assuming Institution shall deliver to the Receiver not later than 30 days following the True-Up Measurement Date, a schedule, signed by an officer of the Assuming Institution, setting forth in reasonable detail the calculation of the Cumulative Shared-Loss Payments and the Cumulative Servicing Amount.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Termination in the Event of Death or Disability This Agreement shall terminate in the event of death or disability of Executive.

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • In the Event of Termination After receipt of a notice of termination, except as otherwise directed, the AGENCY shall:

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

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