Allocations and Tax Matters Sample Clauses

Allocations and Tax Matters. Section 6.01. Capital Accounts and Adjusted Capital Accounts 17 Section 6.02. Additional Capital Contributions 18 Section 6.03. Allocations of Net Profits and Net Losses 18 Section 6.04. Special Allocations 18 Section 6.05. Allocation for Income Tax Purposes 20 Section 6.06. Regulatory Compliance 21 Section 6.07. Tax Matters Member 21 Section 6.08. Elections 21 Section 6.09. Change of Members’ Percentage Interests 21 Section 6.10. Certain Costs And Expenses 21 ARTICLE 7 Management and Control Of Business Section 7.01. Management 22 Section 7.02. Investment Company Act 22 Section 7.03. Compensation and Reimbursement 22 Section 7.04. Fiduciary Duties 22 ARTICLE 8 Officers Section 8.01. Officers 23 Section 8.02. Other Officers and Agents 23 Section 8.03. President 23 Section 8.04. Managing Director; Vice President 23 Section 8.05. Treasurer 23 Section 8.06. Secretary 23 Section 8.07. Assistant Treasurers and Assistant Secretaries 24
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Allocations and Tax Matters. Section 6.01. Capital Accounts and Adjusted Capital Accounts 18 Section 6.02. Additional Capital Contributions 19 Section 6.03. Allocations of Net Profits and Net Losses 19 Section 6.04. Special Allocations 19
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Allocations and Tax Matters. Section 6.01. Capital Accounts 20 Section 6.02. Additional Capital Contributions 21 Section 6.03. Allocations. 21 Section 6.04. Special Allocations. 22 Section 6.05. Allocation for Income Tax Purposes. 25 Section 6.06. Regulatory Compliance 25 Section 6.07. Tax Matters Member 26 Section 6.08. Elections 26 Section 6.09. Change of Members’ Percentage Interests 26 Section 6.10. Certain Costs And Expenses 26
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Allocations and Tax Matters. For federal income tax purposes, each item of income, gain, loss, deduction and credit of the Company shall be allocated among the Members in proportion to their Company Units, except that the Board shall have the authority to make such other allocations as are necessary and appropriate to comply with Section 704 of the Code and the regulations issued pursuant thereto; provided that, in any case where there is a difference between the fair market value of an asset and such asset’s adjusted tax basis at the time of such asset’s contribution, all items of tax depreciation, cost recovery, amortization, and gain or loss with respect to such asset shall be allocated among the Members to take into account the disparities between the fair market value and the adjusted tax basis with respect to such asset in accordance with the provisions of Sections 704(b) and 704(c) of the Code. Until such time that Warburg is no longer a Designating Member (in which case, the replacement Tax Matters Member shall be selected by the Board), a Member designated by Warburg shall be designated and shall serve as the “tax matters partner” (as defined in Code Section 6231), and, for taxable years beginning after December 31, 2017, as the Company’s “partnership representative” pursuant to Code Section 6223(a) (as amended by the Bipartisan Budget Act of 2015) (in its role as the tax matters partner or partnership representative, the “Tax Matters Member”). The initial Tax Matters Members shall be Warburg Pincus Private Equity X O&G, L.P. The Tax Matters Member shall oversee or handle matters relating to the taxation of the Company and, as the Tax Matters Member, shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the tax matters partner. The Tax Matters Member, with approval of the Board, may make all elections for federal income and all other tax purposes (including, without limitation, pursuant to Code Section 754).
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Allocations and Tax Matters 
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Related to Allocations and Tax Matters

  • Accounting and Tax Matters The General Partner shall keep proper and usual books and records pertaining to the Partnership’s business in accordance with generally accepted accounting principles. The books and records and all files of the Partnership shall be kept at its principal office. The General Partner shall prepare and furnish to the Limited Partners promptly after the close of each fiscal year an unaudited statement, certified by the General Partner, showing the operations of the Partnership for such fiscal year, including a balance sheet and statement of income or loss and changes in financial position for such fiscal year, the balance of each Limited Partner’s Capital Account, the unpaid balance due under all obligations of the Partnership and all other information reasonably requested by any Partner. The Limited Partners, and the authorized agents thereof, shall have the right at all reasonable times to audit, examine and make copies or extracts from the Partnership books of account. Federal, state and local income tax returns of the Partnership shall be prepared and timely filed by the General Partner. Copies of the tax returns shall be furnished to the Limited Partners prior to filing thereof. The General Partner is hereby designated the tax matters partner of the Partnership.

  • Additional Tax Matters (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.

  • Tax Representations and Tax Withholding You hereby acknowledge that you have reviewed with your own tax advisors the federal, state and local tax consequences of receiving the Restricted Shares. You hereby represent to the Company that you are relying solely on such advisors and not on any statements or representations of the Company, its Affiliates or any of their respective agents. If, in connection with the Restricted Shares, the Company is required to withhold any amounts by reason of any federal, state or local tax, such withholding shall be effected in accordance with Section 16 of the Plan.

  • Allocations Generally The Company’s profit and loss shall be allocated to the Member.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Apportionment of Earnings and Profits and Tax Attributes (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

  • Payments and Computations, Etc All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of Originator designated from time to time by Originator or as otherwise directed by Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

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