Tax Purposes. Allocations under this Section 6.4 are solely for purposes of federal, state and local income taxes and will not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses or other items or distributions under any provision of this Agreement.
Tax Purposes. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph 1.2.2.2 of this Exhibit "A", subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under IRC Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Manager in a manner that reasonably reflects the purpose and intention of the Agreement. Allocations pursuant to this Paragraph 3 are solely for purposes of federal and state income taxes and shall not, except to the extent required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.
Tax Purposes. The provisions of this Indenture shall be interpreted to further this intention and agreement of the parties.
Tax Purposes. The parties hereto shall cooperate fully with respect to the reporting and defense of the position set forth in this Section 7.21.
Tax Purposes. Bio Marin represents, warrants and covenants:
Tax Purposes. The Parties agree (a) to be bound by the allocation of assets on Exhibit 2.1 for all federal, state, and local income tax purposes and (b) to file Internal Revenue Service Form 8594 (and other forms required by law) in accordance with the allocation of assets on Exhibit 2.1.
Tax Purposes. This Section is intended to identify some of my express purposes in creating this Trust. All provisions of this Trust or the trust created under this Trust (collectively referred to as the Trust) shall be construed so as best to effect these express purposes. No Trustee shall exercise any discretion in a manner that may reasonably be expected to frustrate the accomplishment of any of these express purposes.
Tax Purposes. For federal income Tax purposes, the Merger is intended to constitute a reorganization within the meaning of Section 368(a)(1)(A) and Section 368(2)(D) of the Code and the Treasury Regulations promulgated thereunder. The parties to this Agreement shall not take or cause to be taken any action which would disqualify the Merger as a reorganization within the meaning of Section 368(a) of the Code. The parties to this Agreement adopt this Agreement as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code and shall comply with the requirements of Treasury Regulations Section 1.368-3.
Tax Purposes. (e) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Section 5.1.
Tax Purposes. Any Post-Closing Adjustment made under this Section 1.18 shall be treated as an adjustment to the Merger Consideration by the parties hereto for Tax purposes.
