Administrative Matters. (a) The Member is the sole member of the Company. Accordingly, for U.S. federal income tax purposes, the Company shall be disregarded as an entity separate from the Member, and the assets and liabilities and all items of income, gain, loss and deduction shall be treated as the assets and liabilities and items of income, gain, loss and deduction of the Member.
(b) The fiscal year of the Company shall be the same as the fiscal year of the Member.
(c) The Member’s Membership Interest shall be uncertificated.
Administrative Matters. The optionee hereby agrees that the Committee may, subject to the provisions of the Plan, establish such rules and regulations as it deems necessary or advisable for the proper administration of the Plan, and may make determinations and may take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each determination or other action made or taken pursuant to the Plan, including interpretation of the Plan and the specific conditions and provisions of this Agreement and the options, shall be final and conclusive for all purposes and upon all persons including, but without limitation, KO, the Related Companies, the Committee, the KO Board of Directors, officers and the affected employees of KO, and the optionees and their respective successors in interest. When the issuance or transfer of KO common stock pursuant to the exercise of an option may, in the opinion of KO, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, KO reserves the right to refuse to issue or transfer that KO common stock.
Administrative Matters. 29 Section 5.1
Administrative Matters. (a) The Member is the sole member of the Company. Accordingly, the Company shall be disregarded for U.S. federal income tax purposes and the assets and liabilities and items of income and gain and loss and deduction shall be treated as the assets and liabilities and items of income and gain and loss and deduction of the Member.
(b) Unless otherwise determined by the Manager, the fiscal year of the Company shall be the calendar year.
(c) The Company will not issue certificates representing the units of ownership interests in the Company (the “Units”) (and any certificate purporting to evidence any membership interests shall be null and void ab initio). The Company has not opted in, and will not opt in at any time, to Article 8 of the Uniform Commercial Code. The Units and percentage owned by the Member are set forth on Annex I hereto. The Company is authorized to issue an unlimited number of Units.
(d) The Member may sell, assign, pledge, hypothecate, encumber, transfer or otherwise dispose of, in whole or in part, its Units, either voluntarily or by operation of law, and such transferee shall be admitted as a Member automatically, succeeding in all respects to the interest of the Member in its capacity as a member, and any consents required under this Agreement or under the Act shall be deemed given without any further action by the Member or the Company. Upon the transfer of all of its Units, the Member transferring such Units shall be automatically withdrawn from and shall cease to be a Member of the Company. For the avoidance of doubt, any such sale, assignment, pledge, hypothecation, encumbrance, transfer or disposition of Units shall be inclusive of economic, management and voting rights (including, without limitation, the rights to participate in the management of the business and the business affairs of the Company, to share profits and losses, to receive distributions, and to receive allocations of income, gain, loss, deduction, credit or similar item). The provisions of this Section 10(d) will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and any future Members, managers or officers and their respective successors and assigns.
Administrative Matters. The Company shall calculate each item for federal income tax purposes using the accrual method of federal income tax accounting.
Administrative Matters. All other matters relating to the rating, billing, payments and transmission of records with respect to Alternately Billed Calls which are not set forth above, including, without limitation, the timing of payments and xxxxxxxx, the frequency of transmission of records and the eligibility of messages for billing, shall be governed by the other applicable provisions of this Agreement.
Administrative Matters a. Co-Chairs are responsible for preparing an agenda at least three days prior to each meeting.
b. Minutes will be published to a designated University web site.
Administrative Matters. 59 13.4.1 Amendment, Waiver, Consent, Etc..............................................59 13.4.2 Deemed Consent or Approval...................................................60 13.5 Arranger................................................................................60
Administrative Matters. (a) The fiscal year of the Company for accounting and tax purposes shall begin on January 1 and end on December 31 of each year, except for the short taxable years in the years of the Company’s formation and termination and as otherwise required by the Code.
(b) Proper and complete records and books of account of the business of the Company, including the Schedule of Members, shall be maintained at the Company’s principal place of business. The Member acknowledges and agrees that the Company is intended to be classified and treated as a partnership for income tax purposes. The Company’s books of account shall be maintained on a basis consistent with such treatment and on the same basis utilized in preparing the Company’s United States federal income tax return.
(c) The Member’s ownership interest in the Company shall be uncertificated.
Administrative Matters. (a) The fiscal year of the Company for accounting and tax purposes shall begin on January 1 and end on December 31 of each year, except for the short taxable years in the years of the Company’s formation and termination as a partnership and as otherwise required by the Code.
(b) The Company shall cause to be prepared and timely filed all U.S. federal, state and local tax returns for the Company that are required to be filed and shall cause the timely provision to each Member of a Form K-1 or other similar form reasonably required for the Member to effect United States federal, state or local income tax return filings pursuant to the Code and any other document required for purposes of effecting a United States federal, state or local income tax return filing. The Members will provide such forms, information or certifications as are reasonably requested by the Company in order for the Company to comply with any tax or regulatory filing or withholding requirements. All of the Members shall file all tax returns and related documents consistent with the Form K-1 and information provided by the Company.
(c) The Principal Member shall act as the “Tax Matters Partner” as defined in Section 6231 of the Code and shall make such elections, in its sole discretion, under the Code and other relevant tax laws as to the treatment of items of the Company income, gain, loss, deduction and credit, and as to all other relevant matters, as the Tax Matters Partner deems necessary or appropriate.
