Liberty LLC definition
Examples of Liberty LLC in a sentence
Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and Liberty LLC, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes.
Controlled shall not settle or compromise or consent to entry of any judgment with respect to any such Controlled Claim unless such settlement, compromise or consent (x) includes an unconditional release of Distributing and Liberty LLC and (y) does not enjoin or restrict in any way the future actions or conduct of Distributing or Liberty LLC (other than with respect to their performance hereunder).
In pursuance of the D Reorganization, it is intended by the parties that any payments made by the Company to LIC and/or Liberty LLC pursuant to this Agreement will either be (i) distributed or transferred by LIC and/or Liberty LLC to their respective creditors or (ii) used to repurchase stock of LIC.
Not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the proposed Payment Date of any purchase of Retained Debentures pursuant to a Purchase Offer, the Company will pay to Liberty LLC, in cash by wire transfer of immediately available funds to an account designated by Liberty LLC, the Purchased Debenture Indemnity Amount in respect of each Purchased Debenture.
All Retained Debentures purchased by Liberty LLC (“Purchased Debentures”) will be cancelled and will cease to be outstanding, and the obligations of the Company with respect to the Retained Debenture Indemnity in respect of such Purchased Debentures will terminate.
Such notice (the “Purchase Notice”) will specify the amount of Retained Debentures to be purchased, the Adjusted Principal Amount of such Retained Debentures, the Purchased Debenture Indemnity Amount in respect of each Retained Debenture to be purchased, the proposed date on which Liberty LLC is required to complete such purchase and make payment in respect of such Purchased Debentures (the “Payment Date”), and any other material terms related thereto.
Liberty LLC hereby assigns to Controlled all of its rights to indemnification payments and related rights under the AT&T Tax Sharing Agreement, the LMI Tax Sharing Agreement and the DHC Tax Sharing Agreement with respect to any liability for Taxes, Tax Items, Losses or payments that is allocated to Controlled hereunder and with respect to which Controlled has paid in whole.
Distributing and Liberty LLC shall not settle or compromise or consent to entry of any judgment with respect to any Controlled Claim without the prior written consent of Controlled, which consent may be withheld in Controlled's sole discretion.
For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings: "2029 Exchangeables" means the 4% Senior Exchangeable Debentures due 2029 issued by Liberty LLC.
In its capacity as the sole managing member of Liberty LLC, the Corporate Taxpayer will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, Liberty LLC and any of its eligible Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law).