Examples of PC Corp in a sentence
In the event that a Member timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by PC Corp of the Termination Objection Notice, PC Corp and such Member shall employ the Reconciliation Procedures.
Notwithstanding the foregoing, in the event that PC Corp breaches this Agreement and such breach is not a material breach of a material obligation, a Member shall still be entitled to enforce all of its rights otherwise available under this Agreement, including potentially seeking an acceleration of amounts payable under this Agreement.
The obligations of a Member hereunder are solely for the benefit of, and shall be enforceable solely by, PC Corp.
If the Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with PC Corp or such Member or other actual or potential conflict of interest.
For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from a Member Advisory Firm referenced in clause (i) above shall be borne solely by the relevant Member and neither PC Corp nor the Company shall have any liability with respect to such letter or any of the expenses associated with its preparation and delivery.
The “Cumulative Net Realized Tax Benefit” for a Taxable Year equals the cumulative amount of Realized Tax Benefits for all Taxable Years of PC Corp, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period.
If an Exchange subsequently occurs with respect to Common Units for which PC Corp has exercised its termination rights under this Section 4.1(a), PC Corp shall have no obligations under this Agreement with respect to such Exchange.
For the avoidance of doubt, the Members shall not be required under any circumstances to return any portion of any Tax Benefit Payment previously paid by PC Corp to the Members (including any portion of any Early Termination Payment).
To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the Members and PC Corp shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations.
A Member shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a Member have the right to enforce the rights or obligations of any other Person hereunder (other than PC Corp).