FOA OpCo definition

FOA OpCo has the meaning set forth in the Preamble of this Agreement.

Examples of FOA OpCo in a sentence

  • The consideration deemed to be received by FOA OpCo shall be equal to the fair market value of the deemed transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

  • The consideration deemed to be received by FOA OpCo in a transaction contemplated in the prior sentence shall be equal to the fair market value of the deemed transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

  • Each of the Covered Persons may rely in good faith upon, and shall have no liability to FOA OpCo, the Corporate Taxpayer or the TRA Parties for acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

  • All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules for each TRA Party in compliance with this Agreement shall be borne by FOA OpCo.

  • Except as otherwise provided herein, and except as provided in the LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and FOA OpCo, including, without limitation, the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.

  • Each TRA Party shall promptly provide the Corporate Taxpayer, FOA OpCo or other applicable withholding agent with any applicable Tax forms and certifications (including IRS Form W-9 or the applicable version of IRS Form W-8) reasonably requested, in connection with determining whether any such deductions and withholdings are required under the Code or any provision of United States state, local or foreign Tax law.

  • The Corporate Taxpayer shall (and shall cause FOA OpCo and its other Subsidiaries to) use commercially reasonable efforts (for the avoidance of doubt, taking into account the interests and entitlements of all TRA Parties under this Agreement) to defend the Tax treatment contemplated by this Agreement and any Schedule in any audit, contest or similar proceeding with any Taxing Authority.

  • Xxxxxxx, Chief Legal Officer Email: [email address] If to the TRA Parties, to the respective addresses, fax numbers and email addresses set forth in the records of FOA OpCo. Any party may change its address, fax number or email by giving the other party written notice of its new address, fax number or email in the manner set forth above.

  • Xxxxxxx, Chief Legal Officer Email: xxxx.xxxxxxx@xxxxxxxxxxxxxxxx.xxx If to the TRA Parties, to the respective addresses, fax numbers and email addresses set forth in the records of FOA OpCo. Any party may change its address, fax number or email by giving the other party written notice of its new address, fax number or email in the manner set forth above.

Related to FOA OpCo

  • OpCo has the meaning set forth in the Preamble.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Holdco has the meaning set forth in the Preamble.

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Co-op A private, cooperative housing corporation, having only one class of stock outstanding, which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial purposes and common areas therein and whose board of directors authorizes the sale of stock and the issuance of a Co-op Lease.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • GP means Gottbetter & Partners, LLP.

  • Local Distribution Company or “LDC” means a Person licensed by the OEB as a “Distributor” in connection with a Distribution System.

  • EXCO means EXCO Resources, Inc., a Texas corporation.

  • Asset Management Company/UTI AMC/AMC/Investment Manager means the UTI Asset Management Company Limited incorporated under the Companies Act, 1956, (1 of 1956) [replaced by The Companies Act, 2013 (No.18 of 2013)] and approved as such by Securities and Exchange Board of India (SEBI) under sub-regulation (2) of Regulation 21 to act as the Investment Manager to the schemes of UTI Mutual Fund.

  • Constellation has the meaning assigned to that term in the Recitals.

  • Topco has the meaning set forth in the Preamble.

  • BRRD II means Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019 amending Directive 2014/59/EU as regards the loss-absorbing and recapitalisation capacity of credit institutions and investment firms and Directive 98/26/EC.

  • GP LLC means Plains All American GP LLC, a Delaware limited liability company.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • mixed-activity holding company means a parent undertaking, other than a financial holding company or an institution or a mixed financial holding company, the subsidiaries of which include at least one institution;

  • Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.

  • Borrower LLC Agreement means the limited liability company agreement of the Borrower, dated on or about the Closing Date, as amended, modified, supplemented, restated or replaced from time to time in accordance with the terms thereof.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Blocker means an employee engaged in one or more of the following operations in a Millinery Sector establishment:

  • In loco parentis means relating to the responsibility to undertake the care and control of another person in the absence of:

  • CEC means the California Energy Commission or its successor agency.