Xxxxxx Ranch Sample Clauses

Xxxxxx Ranch. Notwithstanding anything else in this Agreement, no asset held by RTEA related to the Xxxxxx Ranch Mine operations sold pursuant to that certain Member Interest Purchase Agreement by and between Rio Tinto Sage LLC and Arch Coal, Inc., dated March 8, 2009 shall be assigned or transferred.
Sample 1
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Xxxxxx Ranch. Solely for U.S. federal income tax purposes, all benefits and burdens of that certain Membership Interest Purchase Agreement, dated as of March 8, 2009, by and between the Company (under its former name, Rio Tinto Sage LLC) and Arch Coal Inc. (the "JRC MIPA"), shall remain solely for the account of RTEA and shall not be treated as contributed to the Company and shall not be treated as items of income, gain, loss or deduction of the Company. Consistent with the foregoing, any payments to RTEA indirectly from Arch Coal Inc. or to Arch Coal Inc. indirectly from RTEA pursuant to the JRC MIPA shall be treated for U.S. federal income tax purposes as payments directly between Arch Coal Inc. and RTEA.
Sample 1
Xxxxxx Ranch. Solely for U.S. federal income tax purposes, all benefits and burdens of that certain Membership Interest Purchase Agreement, dated as of March 8, 2009, by and between Rio Tinto Sage LLC and Arch Coal, Inc. (the “JRC MIPA”), other than those set forth in Exhibit A to the Master Separation Agreement (the “MSA Exhibit A”), shall remain solely for the account of RTEA shall not be treated as items of income, gain, loss or deduction of the Company. The Members shall treat the benefits and burdens of the JRC MIPA set forth in the MSA Exhibit A as a contribution by RTEA to the Company and assumption by the Company of such benefits and burdens and shall treat any items of income, gain, loss or deduction with respect to such benefits and burdens as items of the Company. Consistent with the foregoing, any payments to RTEA indirectly from Arch Coal, Inc. or to Arch Coal, Inc. indirectly from RTEA pursuant to the JRC MIPA, other than payments made with respect to the MSA Exhibit A, shall be treated for U.S. federal income tax purposes as payments directly between Arch Coal, Inc. and RTEA. Payments made with respect to the MSA Exhibit A shall be treated under Section 707(a) of the Code as payments by and between the Company and a Person who is not a Member of the Company. Subject to Section 6.5 of this Agreement, the Members and the Company shall not take any position inconsistent with the foregoing.
Sample 1

Related to Xxxxxx Ranch

  • Xxxxxxx X X. Xxxxxxxx -------------------------- Xxxxxxx X. X. Xxxxxxxx

  • Xxxxxxxx X Xxxxxxxx, as Trustee .................. 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Xxxxxx X Xxxxxxxx --------------------------- Xxxxxx X. Xxxxxxxx

  • Xxxxxxxx, Esq If to Borrower, Property Manager, any Guarantor or any Affiliate of Borrower, Property Manager or any Guarantor: c/o Affordable Residential Communities 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxxx, Vice President and Xxxxx Xxxxxx, Vice President and General Counsel and Xxxxx Xxxxxxx, Chief Financial Officer With a copy to: GMAC Commercial Mortgage Corporation 000 Xxxxxx Xxxx Horsham, Pennsylvania 19044-0809 Attention: Loan Servicing And an additional copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx III, Esq. And an additional copy to: Proskauer Rose LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxxx, Esq. Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective. In no event shall GMAC be removed as a notice party without its prior written approval.

  • Xxxxxx, Esq Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a professional corporation 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Telecopier: (000) 000-0000 if to Investor to: Xxxxx Interactive SA c/x Xxxxx Software Corporation 00000 Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxx Xxxx, Chairman and Chief Executive Officer Telecopier: (000) 000-0000 with copies to: Xxxxx Interactive SA Parc de l'esplanade 00, Xxx Xxxxxx Xxxxx Saint Xxxxxxxx des Xxxxxx 00000 Xxxxx xxx Xxxxx Xxxxx Xxxxxx Telecopier: 011-33-1-60-31-59-60 and

  • Xxxxxxxxx X X. Xxxxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BAYERISCHE LANDESBANK GIROZENTRALE LONDON BRANCH By: Xxxxx Xxxx CITIBANK, N.A. By: J.W.G. Xxxxxxx CREDIT SUISSE FIRST BOSTON By: X. Xxxxx-Xxxxxx Xxxxxx Xxxxx DEN DANSKE BANK AKTIESELSKAB By: S. Xxxxxxx Xxxx DEUTSCHE BANK AG LONDON By: X.X. Xxxxxxxxx X.X. Xxxxxxxx NATIONAL WESTMINSTER BANK Plc By: X.X. Xxxx AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (ACTING THROUGH ITS ANZ INVESTMENT BANK DIVISION) By: X.X. Xxxxxx BANCO CENTRAL HISPANOAMERICANO, S.A. LONDON BRANCH By: H.J.W. Xxxxxx X.X. Inches COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH By: Bernd Meist Xxxxx Xxxxx THE ROYAL BANK OF SCOTLAND plc By: Xxxx Xxxxx L-BANK By: S. Xxxxxxx Xxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ABN AMRO BANK N.V. LONDON BRANCH By: S. Xxxxxxx Xxxx BANCA DI ROMA S.p.A. - LONDON BRANCH By: X.X. Xxxxxxxx Xxxxxxx Xxxxxxxxxx BANCA MONTE DEI PASCHI DI SIENA SpA By: G.N.H. Furzland Xxxxxxx Xxxxxxxxx BANCO BILBAO VIZCAYA By: S. Xxxxxxx Xxxx BANK OF TOKYO-MITSUBISHI, LTD By: X.X. Xxxxxxxxx CARIPLO - CASSA DI RISPARMIO DELLE PROVINCIE LOMBARDE S.p.A., LONDON BRANCH By: X.X. Xxxxxx CREDITO ITALIANO SpA By: Xxxxxx G.A. Xxxxxxxxx ISTITUTO BANCARIO SAN PAOLO DI TORINO S.p.A. By: S. Xxxxxxx Xxxx

  • Xxxxxxxxx, Esq (b) If to Indemnitee, to the address specified on the last page of this Agreement or to such other address as either party may from time to time furnish to the other party by a notice given in accordance with the provisions of this Section 8. All such notices, claims and communications shall be deemed to have been duly given if (i) personally delivered, at the time delivered, (ii) mailed, five days after dispatched, and (iii) sent by any other means, upon receipt.

  • XXXXXXX COMPANY By: ____________________________________ Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Agreement, together with a copy of the prospectus for the Plan, dated ________, summarizing key provisions of the Plan, and accepts the award of this Option granted hereunder on the terms and conditions set forth herein and in the Plan. Date: ______________________ Optionee:

  • XXXXXXXX AND W XXXXXXX XXXXXX

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