Taxes Certain Deductions and Limitations Sample Clauses
Taxes Certain Deductions and Limitations
Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).
Exceptions and Limitations For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Public License does not apply, and You do not need to comply with its terms and conditions.
INDEMNIFICATION FOR DAMAGES, TAXES AND CONTRIBUTIONS CONTRACTOR shall exonerate, indemnify, defend, and hold harmless COUNTY (which for the purpose of paragraphs 5 and 6 shall include, without limitation, its officers, agents, employees and volunteers) from and against: A. Any and all claims, demands, losses, damages, defense costs, or liability of any kind or nature which COUNTY may sustain or incur or which may be imposed upon it for injury to or death of persons, or damage to property as a result of, arising out of, or in any manner connected with the CONTRACTOR'S performance under the terms of this Agreement, excepting any liability arising out of the sole negligence of the COUNTY. Such indemnification includes any damage to the or of CONTRACTOR and third persons. B. Any and all Federal, State and Local taxes, charges, fees, or contributions required to be paid with respect to CONTRACTOR and CONTRACTOR'S officers, employees and agents engaged in the performance of this Agreement (including, without limitation, unemployment insurance, social security and payroll tax withholding).
Compensation for Damages or Losses When investments by investors of either Contracting Party suffer damages or losses owing to war, armed conflict, a state of national emergency, revolt, insurrection, riot or other similar events in the territory of the other Contracting Party, they shall be accorded by the latter Contracting Party a treatment, as regards compensation or other settlement, not less favourable than that accorded to its own investors or to investors of any Third State.
Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.
Allocation of Liabilities (a) The parties agree that in the event that liabilities are incurred by any party hereto or any Subsidiary thereof directly relating to, arising out of or resulting from a final, non-appealable judgment being entered, or any settlement permitted hereby being entered into, in connection with the Lawsuit, such liabilities ("IRI Liabilities") shall be allocated among the parties as follows: (i) ACNielsen agrees to assume exclusive liability for the IRI Liabilities up to the ACN Maximum Amount; and (ii) Cognizant and D&B each agree to assume exclusive liability for 50% of any IRI Liabilities not payable by ACNielsen pursuant to this Agreement. (b) No later than five business days after the date on which any IRI Liabilities are incurred, ACNielsen shall give notice to each of Cognizant and D&B of the amount of such IRI Liabilities which ACNielsen will then pay (such amount, the "ACN Payment") and of the amount which ACNielsen has determined to be the ACN Maximum Amount, and ACNielsen will deliver the ACN Payment to Counsel of Record for delivery to the plaintiff in the Lawsuit. Each of Cognizant and D&B agrees to pay to the plaintiff in the Lawsuit on the Payment Date an amount equal to 50% of the excess (if any) of (x) the aggregate amount of the IRI Liabilities over (y) the ACN Payment (such amount, the "Cognizant/D&B Payment"). In the event Cognizant or D&B disputes or disagrees with ACNielsen's determination of the ACN Maximum Amount, the dispute shall be resolved and the ACN Maximum Amount determined as described in Section 2.2. (c) Upon the payment of the Cognizant/D&B Payment pursuant to the immediately preceding sentence, ACNielsen shall issue a note (an "ACN Note") to each of Cognizant and D&B. The principal amount of each ACN Note shall be equal to the Note Amount, as defined below, and each such ACN Note shall be in the form of Schedule A hereto. Interest on the Note Amount as finally determined for each ACN Note shall accrue at a rate equal to the rate of interest per annum publicly announced from time to time by The Chase Manhattan Bank as its prime rate in effect at its principal office in New York City and shall be payable at maturity. For purposes hereof, the "Note Amount" of each Note shall initially be equal to the Cognizant/D&B Payment, provided, however, (i) that upon the determination of the ACN Maximum Amount, if the Note Amount is greater than 50% of the difference between the ACN Maximum Amount and the ACN Payment, then the Note Amount shall be reduced to and shall equal 50% of such difference, and (ii) that upon receipt of the aggregate amount of proceeds generated by any Recapitalization Plan (as defined below) upon completion thereof in accordance with the first sentence of Section 2.2(g), if the Note Amount (after giving effect to any adjustment pursuant to clause (i)) is greater than 50% of the amount of such proceeds, then the Note Amount shall be reduced to and shall equal 50% of the amount of such proceeds. The Note Amount, together with accrued and unpaid interest thereon, shall be payable upon the earlier of (x) the completion of the Recapitalization Plan, provided, however, that if the Recapitalization Plan is structured to generate proceeds which are receivable by ACNielsen at different times without being contingent upon the completion of any other aspect of the Recapitalization Plan, then at each time that proceeds are so received, 50% of such proceeds shall be payable to each of Cognizant and D&B, and the receipt by Cognizant and D&B of their respective share of such proceeds shall reduce the then applicable Note Amount accordingly, and (y) the declaration by the Payee of an ACN Note (as defined therein) that such Note Amount and interest thereon are immediately due and payable in accordance with the terms of such ACN Note upon determination being made under Section 2.2(g) hereof that ACNielsen has not exercised its good faith best efforts to implement the Recapitalization Plan as soon as practicable, or as otherwise provided by such ACN Note. (d) Immediately after the Payment Date, ACNielsen agrees to grant to, and to cause each of its Subsidiaries to grant to, Cognizant and D&B, as collateral security for the payment and performance of ACNielsen's obligations under the ACN Notes and otherwise to indemnify Cognizant and D&B against any IRI Liabilities as required by this Article II, a perfected first priority security interest in all of its tangible and intangible assets (including, without limitation, intellectual property, real property and all of the capital stock of each of its direct and indirect domestic subsidiaries and first-tier foreign subsidiaries), to the extent permitted by any other bona fide security or other similar agreements with third-parties not controlled by ACNielsen or any of its Affiliates, pursuant to such documents (the "Security Documents") as Cognizant and D&B shall deem reasonably necessary or advisable to grant to them a perfected first priority lien on such assets. Each of the Security Documents shall be in form and substance reasonably satisfactory to Cognizant and D&B, shall contain terms and conditions which are usual and customary for similar documents delivered in secured financings and shall include guarantees executed and delivered by each of ACNielsen's Subsidiaries which shall be secured by the security interests granted by such Subsidiaries pursuant to the Security Documents. Without limiting the foregoing, ACNielsen agrees to take, and to cause each of its Subsidiaries to take, all actions necessary or advisable to cause the liens granted pursuant to the Security Documents to be duly perfected in accordance with all applicable requirements of law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by Cognizant and D&B and the delivery to Cognizant and D&B (or their representative) of any certificates representing pledged stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of ACNielsen or the relevant Subsidiary.
Limitations on Amounts, Issuance and Amendment A Letter of Credit shall be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement or renewal of each Letter of Credit the Company shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, extension, reinstatement or renewal (i) the aggregate amount of the outstanding Letters of Credit issued by the L/C Issuer shall not exceed its L/C Commitment, (ii) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit, (iii) the Revolving Credit Exposure of any Lender shall not exceed its Revolving Credit Commitment and (iv) the total Revolving Credit Exposures shall not exceed the total Revolving Credit Commitments. (i) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good xxxxx xxxxx material to it; (B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000; (D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is to be denominated in a currency other than Dollars; or (E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer with the Company or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.18(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. (ii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.
Exclusions and Limitations The aforementioned “Limited Warranty” does not apply to any Products which have been subjected to a) Failure to pay the purchase price towards Peimar or its subsidiaries which have put the modules on the market provided that (i), the payment was due and (ii) the Buyer who has obtained the modules from Peimar or one of its distributors (Direct Customer) is not entitled to withhold the purchase price or parts of the purchase price. Xxxxxx must inform the Buyer about the non- payment and provide the name and the full address of the Direct Customer which has failed to pay the modules. In case that Xxxxxx can reject the claim under this warranty based on this provision, the Buyer can deposit the amount not paid in order to trigger the warranty claims; b) Failure to comply with Xxxxxx’s installation manual applicable during the Validity of this Limited Warranty pursuant to Sec 10; c) Service by service technicians who are not qualified under the relevant law and/or applicable regulations at the place of installation; d) The Product's type, nameplate or module serial number is changed, erased or made illegible (other than by any act or omission of Peimar); e) The Product’s installation on mobile units (except photovoltaic tracking system), such as vehicles, ships or offshore-structures; f) Exposure to voltage in excess to the maximum system voltage or power surges; g) Defective components in the construction on which the module is mounted; h) exposure to mold discoloration or similar external effects; i) exposure to any of the following: extreme thermal or environmental conditions or rapid changes in such conditions, corrosion, oxidation, unauthorized modifications or connections, unauthorized opening, servicing by use of unauthorized spare parts, accident, force of nature (such as lightning strike, earthquake), influence from chemical products or other acts beyond Peimar’s reasonable control (including damage by fire, flood, etc.);