Transfer Compensation Amount Sample Clauses

Transfer Compensation Amount. If a Member Transfers all or any portion of its Membership Interest to a Corporate Affiliate pursuant to Section 12.2 or all of its Membership Interest to a third party pursuant to Section 12.3, and if such Transfer results in a termination of the Company pursuant to Code Section 708(b)(1)(B), then the Member transferring its Membership Interest shall pay the Member who is not transferring its Membership Interest a cash amount equal to the tax savings attributable to the excess of (a) the present value of the depreciation deductions that the non-transferring Member would have received with respect to the assets owned by the Company on the Transfer date if such transfer had not occurred over (b) the present value of such deductions after giving effect to Code Section 168(i)(7), which has the effect of restarting the depreciation period for such assets (such amount the “Transfer Compensation Amount”). The Transfer Compensation Amount shall be determined (i) by using as the discount rate the prime rate as published by The Wall Street Journal for the date of the Transfer, (ii) by using as the tax rate the highest federal and New Hampshire combined corporate income tax rate in effect on the date of the transfer, and (iii) by assuming that the Company will depreciate all of its depreciable assets that it owns on the Transfer date over their entire depreciation periods. The non-transferring Member shall calculate the Transfer Compensation Amount and make written demand for its payment on the transferring Member, who shall pay such amount within ten (10) Business Days of receipt of such demand. A Member Transferring all or any portion of its Membership Interest pursuant to Section 12.2 or all of its Membership Interest pursuant to Section 12.3 may effect such Transfer in a series of transactions for the purpose of avoiding a termination of the Company pursuant to Code Section 708(b)(1)(B); provided, however, that such series results in such Transfer within a period that does not exceed thirteen (13) calendar months. This Section 12.9 shall not apply to any Transfer pursuant to Section 12.5. Execution Copy Northern Pass LLC Operating Agreement
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Related to Transfer Compensation Amount

  • Final Compensation Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS prior to January 15, 2011, is based on the highest average monthly pay rate during twelve (12) consecutive months of employment. Final Compensation for an employee, who is employed by the State for the first time and becomes a member of CalPERS on or after January 15, 2011, is based on the highest average monthly pay rate during thirty-six (36) consecutive months of employment.

  • Cash Compensation The Company shall pay to the Executive compensation for his services during the Contract Period as follows:

  • Total Compensation Contractor shall include Total Compensation in XXX for each of its five most highly compensated Executives for the preceding fiscal year if:

  • Termination Compensation Termination Compensation equal to two (2) times the Executive's Base Period Income shall be paid to the Executive in a single sum payment in cash on the thirtieth (30th) business day after the later of (a) the Control Change Date and (b) the date of the Executive's employment termination; provided that if at the time of the Executive's termination of employment the Executive is a Specified Employee, then payment of the Termination Compensation to the Executive shall be made on the first day of the seventh (7th) month following the Executive's employment termination.

  • Servicer Compensation The Servicer shall withdraw its Servicing Fee for each Mortgage Loan net of any Month End Interest payable pursuant to Section 7.6.1 from the related Custodial P&I Account prior to the remittance of such amounts to the Certificate Account with all other payments received with respect to the Mortgage Loans.

  • Bonus Compensation The Executive shall not receive any bonus payment whatsoever pursuant to Section 3.02 or the Bonus Plan except such bonus which is already earned and due to be paid up to and including the Termination Date, notwithstanding any period following the Termination Date during which the Executive may receive any payments or benefits under the terms of the Agreement.

  • Compensation Payable If the Servicer shall resign or be terminated, the Servicer shall continue to be entitled to all accrued and unpaid compensation payable to the Servicer through the date of such termination as specified in Section 4.09 of this Agreement.

  • Excess Compensation For purposes of Option (f), (g) or (h), "Excess Compensation" means Compensation in excess of the following Integration Level: (Choose (1) or (2))

  • Annual Compensation The Executive’s “Annual Compensation” for purposes of determining severance payable under this Agreement shall be deemed to mean the sum of (i) the annual rate of Base Salary as of the Date of Termination, and (ii) the cash bonus, if any, earned by the Executive for the calendar year immediately preceding the year in which the Date of Termination occurs.

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