Examples of CFSI LLC in a sentence
CFSI LLC has also agreed to indemnify the Company against additional income tax liabilities, if any, that arise from the consummation of the transactions related to the Company’s formation in excess of those believed to result at the time of the closing of the Company’s initial public offering.
Tax Indemnification CFSI LLC has agreed to indemnify the Company for all federal, state and local income tax liabilities attributable to the operation of the assets contributed by CFSI LLC to the Company prior to the closing of the public offering.
CFSI LLC is also subject to certain limitations on its ability to transfer its interest in the Company’s general partner or the common units held by it if the effect of the proposed transfer would trigger an “ownership change” under the Internal Revenue Code that would limit the Company’s ability to use the Company’s federal net operating loss carryovers.
Until all of its indemnification obligations under the omnibus agreement have been satisfied in full, CFSI LLC is subject to limitations on its ability to dispose of or encumber its interest in the Company’s general partner or the common units held by it (except upon a redemption of common units by the partnership upon any exercise of the underwriters’ over-allotment option) and will also be prohibited from incurring any indebtedness or other liability.
CFSI LLC, a Delaware limited liability company (“CFSI LLC”) is the sole Class A member of the General Partner and owns 100% of the outstanding Class A membership interests in the General Partner, and Xxxxxxxx Xxxxxx, Xxxxxxx X.
Tax Indemnification—CFSI LLC has agreed to indemnify the Company for all federal, state and local income tax liabilities attributable to the operation of the assets contributed by CFSI LLC to the Company prior to the closing of the public offering.
To avoid any potential ambiguity, the new name of CFSI LLC, after the proposed acquisition of its common units by ACII and the merger of Cornerstone Family Services LLC into CFSI LLC, shall be StoneMor GP Holdings LLC and any reference herein to CFSI LLC shall be deemed to refer as well to StoneMor GP Holdings LLC.
Any Transfer or purported Transfer by CFSI LLC of any interest in the General Partner or the Partnership not made in accordance with this Section 3.6 shall be null and void.
CFSI LLC has also agreed to indemnify us against the increase in income tax liabilities of our corporate subsidiaries resulting from any reduction or elimination of our net operating losses to the extent those net operating losses are used to offset any income tax gain or income resulting from the prior operation of the assets of CFSI LLC contributed to us, or from our formation transactions in excess of such gain or income believed to result at the time of the closing of the initial public offering.
TO HAVE AND TO HOLD the CFSI LLC Partial OLP Interest unto the MLP, its successors and assigns, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement.