DAC. TAX SECTION 1.848-2(g)(8) ELECTION
A. The Reinsurer and the Ceding Company hereby agree to the following pursuant to section 1.848-2(g)(8) of the Income Tax Regulations issued December 1992 under Section 848 of the Internal Revenue Code of 1986, as amended. This election shall be effective for 1993 and for all subsequent taxable years for which this Agreement remains in effect.
B. The terms used in this Article are defined by reference to Regulation Section 1.848-2 in effect December 1992.
C. The party with net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deduction limitation of section 848(c)(1).
D. Both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency or as otherwise required by the Internal Revenue Service.
E. The Ceding Company will submit to the Reinsurer by May 1st of each year a schedule of the calculation of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement signed by an officer of the Ceding Company stating that such net consideration will be reported in the tax return for the preceding calendar year.
F. The Reinsurer may contest such calculation by providing an alternative calculation to the Ceding Company in writing within 30 days of receipt of Ceding Company's calculation. If the Reinsurer does not notify the Ceding Company, Reinsurer will report the net consideration as determined by the Ceding Company in the tax return for the preceding calendar year.
G. If the Reinsurer contests the Ceding Company's calculation of the net consideration, both parties will act in good faith to reach an agreement as to the correct amount within thirty (30) days of the date the Reinsurer submits their alternative calculation. If both parties reach agreement on an amount of net consideration, both parties shall report such amount in their respective tax returns for the previous calendar year.
DAC. TAX SECTION 1.848-2(g) (8)
DAC. Ardelyx and Sanofi shall establish a Development Advisory Committee (the “DAC”). The DAC shall remain in effect from the Effective Date until the earlier of [***]. The DAC shall serve as a joint working group for the purpose of approving the Pre-Clinical Development Plan and the Development Plan ([***] having the final decision in case of any persisting disagreement in that respect), and facilitating interactions between the Parties in relation to the performance of the Program. [***]. The DAC shall consist of [***] project leaders, [***], and such additional members as each Party may appoint from time to time as necessary or useful for the performance of the DAC’s responsibilities hereunder. Each Party shall have the right to withdraw or replace its DAC representatives upon written notice to the other Party, provided that any such substitute representative shall have substantially the equivalent position and experience as the representative that such person replaces. The DAC shall hold meetings at such times and places as shall be determined by a consensus of the committee, and, unless determined otherwise by unanimous approval of the DAC, such meetings shall not be held less frequently than once every [***]. Meetings of the DAC may be held in person, via internet, telephonically or by videoconference. Each Party will be responsible for the expenses incurred in connection with its employees, consultants and its members of the DAC attending or otherwise participating in DAC meetings. Each Party’s representatives on the DAC as of the Effective Date are set forth in Exhibit B. For clarity, each Party shall be required to disclose through the DAC or, in the event the DAC is terminated pursuant to Section 3.2, directly to the other Party only such information reasonably necessary to ensure compliance with this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
DAC. A data access committee that oversees access to Data managed by DUOS on behalf of a Data Provider.
DAC. The company and the Reinsurer agree to the DAC Tax Election pursuant to Section 1.848-2(g) (8) of Income Tax Regulation under Section 848 of the Internal Revenue of 1986, as amended, whereby:
12.1.1 The party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848 ( c) (1); and
12.1.2 Both parties agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency. The term "net consideration" will refer to the net consideration as defined in Regulation Section 1.848-2(f). The method and timing of the exchange of this information is set out in Exhibit G. This DAC Tax Election will be effective for all years for which this Agreement remains in effect. The Company and the Reinsurer represent and warrant that they are subject to U.S. taxation under either the provision of subchapter L of chapter 1 or the provisions of subpart F of subchapter N of Chapter 1 of the Internal Revenue Code of 1986, as amended.
DAC. As one of two general partners of EBD, which is the sole general partner of TAG, DAC has no power to vote or to direct the vote and to dispose or to direct the disposition of any shares of the Stock.
DAC. Development Assistance Committee of the OECD. – Developing countries: this term refers to the low- and middle-income countries in which most people have a lower standard of living with access to fewer goods and services than do most people in high-income countries. There are currently about 125 developing countries, with populations over 1 million. As of 2000, 4.9 billion people lived in developing countries. The GATT and other WTO agreements have special provisions for developing countries. These include: a significantly lower level of market access commitments (i.e. higher tariffs or less open services commitments) and the possibility to be granted preferential access to developed countries‘ markets, in derogation from the MFN obligation (in the EU, for example, through use of our Generalised System of Preferences). – This is the rule whereby a WTO Member is not required to reduce: product-specific domestic support where such support does not exceed 5 % of that member‘s total value of production of a basic agricultural product; and non-product-specific domestic support where such support does not exceed 5 % of the value of that member‘s total agricultural production.
DAC. Because of his position as one of two general partners of EBD, the sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 9.9% of the outstanding shares of the Stock. SCHEDULE 13D ------------------------------------- ------------------------- CUSIP NO. 000000000 PAGE 21 OF 27 PAGES -------------------------------------------------------------------------------- TMT-FW Because of its position as one of two general partners of EBD, the sole general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 9.9% of the outstanding shares of the Stock. TMT Because of his position as the President and sole shareholder of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 9.9% of the outstanding shares of the Stock. AMM
DAC. As one of two general partners of EBD which is the sole general partner of TAG, DAC has shared power to vote or to direct the vote and to dispose or to direct the disposition of 453,176 shares of the Stock. TMT-FW As one of two general partners of EBD, which is the sole general partner of TAG, TMT-FW has shared power to vote or to SCHEDULE 13D ------------------------------------- ------------------------- CUSIP NO. 000000000 PAGE 23 OF 27 PAGES -------------------------------------------------------------------------------- direct the vote and to dispose or to direct the disposition of 453,176 shares of the Stock. TMT As the President and sole shareholder of TMT-FW, which is one of two general partners of EBD, which is the sole general partner of TAG, TMT has shared power to vote or to direct the vote and to dispose or to direct the disposition of 453,176 shares of the Stock.
DAC. Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase Agreement and because of his position as one of two general partners of EBD, the sole general partner of TAG, DAC may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act. TMT-FW Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase Agreement and because of its position as one of two general partners of EBD, the sole SCHEDULE 13D ------------------------------------- ------------------------- CUSIP NO. 000000000 PAGE 21 OF 27 PAGES -------------------------------------------------------------------------------- general partner of TAG, TMT-FW may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of the 3,713,419 Shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act. TMT Based on the assumptions set forth in Item 4 and in Schedule 1 to the Purchase Agreement and because of his position as the President and sole shareholder of TMT-FW, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 453,176 shares of the Stock, which constitutes approximately 12.2% of the 3,713,419 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(l)(i) of the Act. XXX
