Company Representative; Reimbursements Sample Clauses

Company Representative; Reimbursements. (i) The Company shall elect out of the application of Subchapter C of Chapter 63 of the Code under Section 6221(b) of the Code. Each Member agrees to (i) maintain its US federal tax classification such that the Company remains eligible to maintain such an election under Section 6221(b) of the Code, and (ii) treat all transactions contemplated by this Agreement and the Purchase Agreement for U.S. federal tax purposes in the manner described herein or therein or as reported by the Company on its tax returns, unless otherwise required by a final determination of a taxing authority to the contrary. If the Company is not eligible to elect out as provided in Section 6221(b) of the Code: the Class B Member shall be designated as the “partnership representative” of the Company as defined in Section 6223 of the Code (the “Company Representative”) and, in such capacity, shall exercise all rights conferred, and perform all duties imposed, upon a partnership representative under Sections 6221-6241 of the Code, subject to the provisions of this Section 8.3.3. Except as otherwise provided in this Agreement, all elections permitted to be made under Subchapter C of Chapter 63 of the Code (or analogous provisions of state or local law) shall be made by the Company Representative; provided that any such election that would have a material negative effect on a Member (excluding an election under Section 6226 of the Code) shall require the approval of such Member (such approval not to be unreasonably withheld, conditioned, delayed or denied). (ii) The Company Representative shall represent the Company in connection with all examinations, disputes, controversies or proceedings by or against any federal, state or local taxing authority and, subject to the provisions of this Section 8.3.3, is authorized to exercise any and all authority and take any and all actions that it is permitted to take under Applicable Law when acting in its capacity as Company Representative. Notwithstanding the foregoing, the Company Representative shall not consent to any proposed action by any Tax authority auditing the Company or otherwise enter into any settlement agreement or take any affirmative action in connection with such audit or any proposed or actual assessment or audit adjustment that would have a material negative effect on a Member without the approval of such Member or enter into a settlement without Board approval where such settlement would not otherwise have a material negative effe...
Sample 1
AutoNDA by SimpleDocs

Related to Company Representative; Reimbursements

  • Procurement Related Complaints and Administrative Review 49.1 The procedures for making a Procurement-related Complaint are as specified in the TDS. 49.2 A request for administrative review shall be made in the form provided under contract forms.

  • Executive Representations Executive warrants and represents that (a) he has not filed or authorized the filing of any complaints, charges or lawsuits against the Company or any affiliate of the Company with any governmental agency or court, and that if, unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on his behalf, he will immediately cause it to be withdrawn and dismissed, (b) he has reported all hours worked as of the date of this Agreement and has been paid all compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and no other compensation, wages, bonuses, commissions and/or benefits are due to him, except as provided in this Agreement, (c) he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or any similar state law, (d) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject, and (e) upon the execution and delivery of this Agreement by the Company and Executive, this Agreement will be a valid and binding obligation of Executive, enforceable in accordance with its terms.

  • Company Representative Whenever under the provisions of this Agreement the approval of Company is required or Company is required to take some action at the request of Issuer, such approval shall be made or such action shall be taken by Company Representative and Issuer or Trustee shall be authorized to act on any such approval or action and Company shall have no redress against Issuer or Trustee as a result of any such action taken.

  • COMPANY REPRESENTATIONS, ETC The Company represents and warrants to the Buyer that:

  • Executive Representation Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound.

  • Company Representations (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The execution, delivery and performance by the Company of this instrument is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company. (c) The performance and consummation of the transactions contemplated by this instrument do not and will not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or (iii) result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations. (d) No consents or approvals are required in connection with the performance of this instrument, other than: (i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii) necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1. (e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

  • Nurse Representatives The Employer agrees to recognize two (2) Nurse Representatives for the purpose of dealing with grievances and conducting Union interviews.

  • Exclusive Representative Representatives of the Association, or other persons, having written authorization from the ASF Member concerned, may examine, under university supervision, the official file of that ASF Member, except for the limitation provided in Section B. hereof.

  • Union Representative Visits The Union shall inform the Employer in advance whenever the designated representatives of the Union intend to visit the Employer’s premises for the purpose of conducting Union business. Such visits shall not interfere with the normal operations of the worksite. Reasonable accommodation will be made to allow the Presidents of the Unions to have access to union members to conduct union business.

  • Administrative Responsibilities Client shall be responsible for orienting Consultant to Client’s policies and procedures regarding the submission of any requisite paperwork which must be tendered for reimbursement by funding entities such as Medicare, Medicaid, or health insurance. Such paperwork may include, but is not limited to, patient care plans, comprehensive patient histories, individual education plans, or Client specific program plans. During the contracted assignment, should Consultant fail to submit paperwork as required per Client’s policies and procedures, Client must notify ProCare in writing within three (3) business days of alleged failure. Failure to notify ProCare before assignment ends shall negate any Client claim to withhold payment due to untimely work and/or paperwork non-compliance by Consultant. Client agrees that all approved time sheets by Client’s assigned representative are not subjected to billing dispute if Client fails to notify ProCare of time sheet and work performed discrepancies.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!