Excluded issues. The Service will not enter into a PFA on the following types of issues:
(1) Transfer pricing issues. See Rev. Proc. 2004-40, 2004-29 I.R.B. 50 (Advance Pricing Agreement program);
(2) Except as provided in section 3.09(2) of this revenue procedure, issues involving a change in accounting method. See Treas. Reg. § 1.446-1(e). This includes issues that are or have been the subject of a request by or with respect to the taxpayer for consent to change a method of accounting under procedures such as Rev. Proc. 97-27, 1997-1 C.B. 680 (as modified and amplified by Rev. Proc. 2002-19, 2002- 1 C.B. 696, and as amplified and clarified by Rev. Proc. 2002-54, 2002-2 C.B. 432), or its predecessor or successor, or of an application filed under automatic consent procedures such as Rev. Proc. 2002-9, 2002-1 C.B. 327 (as modified and clarified by Announcement 2002-17, 2002-1 C.B. 561, as modified and amplified by Rev. Proc. 2002-19, and as amplified, clarified, and modified by Rev. Proc. 2002-54), or its predecessor or successor. This also includes issues for which a change in accounting method is necessary to resolve the issue. A taxpayer must obtain consent to make an accounting method change by using applicable administrative procedures. See generally Rev. Proc. 97-27 and Rev. Proc. 2002-9, or their successors;
(3) Issues involving the annual accounting period. See Treas. Reg.
§ 1. 442-1. This includes issues that are or have been the subject of a request by or with respect to the taxpayer for permission to adopt, change, or retain an annual accounting period under procedures such as Rev. Proc. 2002-39, 2002-1 C.B. 1046, (as clarified and modified by Notice 2002-72, 2002-2 C.B. 843, and as modified by Rev. Proc. 2003-34, 2003-1 C.B. 856), or an application filed under automatic procedures such as Rev. Proc. 2002-37, 2002-1 C.B. 1030, and Rev. Proc. 2002-38, 2002-1 C.B. 1037, or their predecessors or successors. This also includes issues for which a ruling regarding an annual accounting period is necessary to resolve the issue;
(4) Issues of reasonable cause, due diligence, good faith, clear and convincing evidence, or any other similar standard under Subtitle F (Procedure and Administration) of the Internal Revenue Code;
(5) Issues involving the applicability of any penalty or criminal sanction;
(6) Issues that are, or will be, the subject of a pending or proposed request for a determination letter, technical advice memorandum, or letter ruling issued to or regarding th...
Excluded issues. Clause 7.2 does not apply to the following issues of Shares: (a) (consent) an issue with the unanimous approval of HBE and the Founders; or (b) (reorganisation or reconstruction) an issue, which does not dilute the interests of the Shareholders under a bonus issue, sub-division or consolidation of Shares or any other reorganisation or reconstruction of share capital where the Company neither pays nor receives cash.
Excluded issues. This clause 7 does not apply to any Excluded Issue.
Excluded issues. Clause 11 (except clause 11.10) does not apply to the following issues (Excluded Issues):
(a) (consent) an issue of Shares or other new securities with prior approval of Shareholders by Special Resolution;
(b) (reorganisation or reconstruction) an issue of Shares which does not dilute the interest of any Shareholder under:
(i) a bonus issue of Shares;
(ii) a sub-division or consolidation of Shares; or
(iii) any other reorganisation or reconstruction of capital where the Company neither pays nor receives cash;
(c) (urgent issue) an issue of Shares in circumstances where, in the Directors’ reasonable opinion, there is an urgent shortfall in the Company’s finance and an imminent default or solvency risk exists unless the Shares are issued on an urgent basis;
(d) (conversion) the issue of Shares on the conversion of convertible securities issued in accordance with the terms of this Agreement; or
(e) (employees) an issue of Shares pursuant to employee incentive and reward arrangements or an employee’s employment arrangements, as approved by Special Resolution of the Board from time to time.
Excluded issues. Item Description
1. Emergency Isolation matters related to the implementation of “good practice” for the purposes of compliance with the Control of Major Accident Hazards Regulations 1999 (as amended) and the associated Health and Safety Executive “Technical Measures Documents” as they relate to emergency isolation of process plant in the chemical industry, including but not limited to, tanks, jetties, cavities and plant at the Properties.
2. Storage matters related to the improvement of tank bunding at the Properties, including but not limited to, the lining of earth bunds and installation of emergency alarms and trip systems.
3. Redundant Equipment matters related to the removal and demolition of buildings, plant and equipment including the removal and management of asbestos containing materials, without prejudice to the Part A3 Indemnity.
4. VOC Reductions matters related to the continuation of the programme of upgrading seals on pumps containing Volatile Organic Compounds (“VOCs”) including both the completion of the Benzene and Butadiene pump programme and the completion of the upgrade of other VOCs containing pumps.
5. Liquid Effluent matters related to the improvement of the liquid effluent streams relating to Olefins 6 Plant and Paraxylene V Plant (as referred to in Attachment II of this Agreement) together with the provision of local plant effluent treatment facilities.
6. Caustic Scrubber matters related to the reduction of Benzene in liquid effluent, including the installation of caustic scrubbing equipment. SCHEDULE 10 (Wilton LDPE Project)
Excluded issues. Notwithstanding anything express or implied to the contrary in this Agreement, decisions regarding changes to the “Commitments” sections of the Plans and ASTELLAS’ exercise of its right to make the decisions regarding Deployment Issues, Contracting Issues, and Distribution Issues shall not be referable to dispute resolution under Section 3.06(b) nor to any other form of dispute resolution (including without limitation court and, other than as provided in this subsection 3.06(c) for Contract Compliance Disputes, arbitration), except to the extent required to determine whether each Party has acted in accordance with (i.e., has not breached) this Agreement (including without limitation the obligations set forth in this Agreement that it devote (and agree to devote) Diligent Efforts, and the obligations to act consistent with the Basic Development Plan and/or the Basic Commercial Plan) (each a “Contract Compliance Dispute”). Contract Compliance Disputes are referable for dispute resolution under Section 3.06(b). In addition, notwithstanding anything express or implied in this Agreement and absent fraud in connection with any dispute resolution under Section 13.01(c), Patent Resolution Issues remaining unresolved after initial dispute resolution under Section 3.06(a) shall not be referable for dispute resolution under Section 3.06(b), but shall instead be resolved as set forth in Section 13.01(c).
Excluded issues. The Service generally will not enter into an LMSB PFA on the following types of issues:
(1) Transfer pricing issues that are addressed under the Advance Pricing Agreement program (Rev. Proc. 96-53, 1996-2 C.B. 375);
(2) Issues for which the taxpayer has filed a request for Competent Authority assistance;
(3) Issues that can be resolved by requesting a change in method of accounting on Form 3115, Application for Change in Accounting Method;
(4) Issues of reasonable cause, due diligence, good faith, clear and convincing evidence, or any other similar standard under Subtitle F (Procedure and Administration) of the Internal Revenue Code;
(5) Issues involving the applicability of any penalty or criminal sanction;
(6) Issues that are, or will be, the subject of a pending or contemplated request for a private letter ruling, accounting method change request, determination letter or technical advice memorandum;
(7) Issues for which the taxpayer proposes a resolution that is contrary to a private letter ruling, accounting method change request, determination letter, technical advice memorandum, or closing agreement previously issued to or regarding the taxpayer;
(8) Issues for which the taxpayer proposes a resolution that is contrary to a position proposed by the Service in response to a private letter ruling, determination letter or accounting method change request that was withdrawn by the taxpayer;
(9) Issues that are the subject of litigation between the Service and the taxpayer with respect to an earlier taxable period;
(10) Issues that have been designated for litigation by the Office of Chief Counsel;
(11) Issues involving a tax shelter described in § 6662(d)(2)(C)(iii); and
(12) Issues that require a determination of whether the taxpayer, rather than another entity, is the common law employer.
Excluded issues. The Service will not enter into a PFA on the following types of issues:
(1) Transfer pricing issues. See Rev. Proc. 2004–40, 2004–29 I.R.B. 50 (Ad- xxxxx Pricing Agreement program);
(2) Except as provided in section 3.09(2) of this revenue procedure, issues involving a change in accounting method.
Excluded issues. The following issues that may impact the Service are outside the scope of Support under this SLA (“Excluded Issues”): (i) issues arising from or relating to services, applications or products not provided by Harmonic; (ii) custom integration scripts (other than those provided directly or indirectly by Harmonic or any Harmonic Affiliate) that use the Harmonic APIs, unless affected by a change in the Service that had not been previously communicated to Customer by Harmonic with at least seven (7) days’ notice; (iii) issues with sources, satellite feeds, files or other sources related to peripheral equipment outside of, but required for, the operation of the Service , other than any source, feed or file provided directly or indirectly by Harmonic or any Harmonic Affiliate;
