Federal Tax Matters. Purchaser has reviewed and understands the federal income tax aspects of its purchase of the Shares, and has received such advice in this regard as Purchaser deems necessary from qualified sources such as attorneys, tax advisors or accountants, and is not relying on any representative or employee of the Company for such advice.
Federal Tax Matters. The Partnership is authorized to make such filings with the IRS as may be required to designate the Tax Matters Partner. The Tax Matters Partner, as an authorized representative of the Partnership, shall direct the defense of any claims made by the IRS to the extent that such claims relate to the adjustment of Partnership items at the Partnership level. The Tax Matters Partner shall promptly deliver to each Partner a copy of all notices, communications, reports or writings of any kind (including, without limitation, any notice of beginning of administrative proceedings or any report explaining the reasons for a proposed adjustment) received from the IRS relating to or potentially resulting in an adjustment of Partnership items, as well as any other information requested by a Partner that is commercially reasonable to request. The Tax Matters Partner shall be diligent and act in good faith in deciding whether to contest at the administrative and judicial level any proposed adjustment of a Partnership item and whether to appeal any adverse judicial decision. The Tax Matters Partner shall keep each Partner advised of all material developments with respect to any proposed adjustment that comes to its attention. All costs incurred by the Tax Matters Partner in performing under this subsection (d) shall be paid by the Partnership. The Tax Matters Partner shall have sole authority to represent the Partnership in connection with all tax audits, including the power to extend the statute of limitations, to enter in any settlement, and to litigate any proposed partnership adjustment, subject to the following: (A) No settlement will be entered into with respect to an item that would materially affect any Partner adversely unless each Partner is first notified of the terms of the settlement; and no Partner will be bound by any settlement unless it consents thereto; (B) If a Partner does not consent to a settlement, the settlement will nevertheless be binding on all partners who do consent; and the non-consenting Partner may, at its sole cost, pursue such administrative or judicial remedies as it deems appropriate; (C) If the Tax Matters Partner brings an action in any court, each Partner, at its sole cost, shall have the right to intervene in the preceding to the extent permitted by the court; and (D) If a settlement or litigation causes Partners to be treated differently for tax purposes with respect to certain tax issues of the Partnership, the income and deductions ...
Federal Tax Matters. The Managing Member shall be the Tax Matters Member, which shall be considered the tax matters partner for purposes of the Code. In addition to the specific duties and obligations of the tax matters partner set forth in Code Sections 6221 through 6234, the Tax Matters Member shall cause to be prepared and shall sign all tax returns of the Company, which returns shall be reviewed in advance of filing by an independent certified public accountant, make any election which is available to the Company, and monitor any Governmental Authority in any audit that such Governmental Authority may conduct of the Company’s books and records or other documents; provided, however, that the Tax Matters Member shall not elect to have the Company taxed other than as a partnership for federal income tax purposes. Notwithstanding the foregoing or Section 7.2, the JLL Member acknowledges and agrees that (i) the Company has certain obligations to provide assistance and cooperation to PGHI in respect of tax matters pursuant to Section 5.11 of the Peach Merger Agreement, and (ii) PGHI has certain rights to control and represent the interests of Orchard Acquisition Company and its subsidiaries in respect of certain tax audits and administrative and judicial proceedings pursuant to Section 7.3(f) of the Peach Merger Agreement.
Federal Tax Matters. The Partnership is authorized to make such filings with the IRS as may be required to designate Lyondell GP as the Tax Matters Partner. The Tax Matters Partner, as an authorized representative of the Partnership, shall direct the defense of any claims made by the IRS to the extent that such claims relate to the adjustment of Partnership items at the Partnership level. The Tax Matters Partner shall promptly deliver to each Partner a copy of all notices, communications, reports or writings of any kind (including, without limitation, any notice of beginning of
Federal Tax Matters. Subscriber and Provider agree that (i) the purchase and sale of the services described in this Agreement (the “Services”) shall be treated as a service contract pursuant to Internal Revenue Code Section 7701(e) and (ii) the transactions contemplated by this Agreement shall not grant Subscriber with any right, title, interest, benefit, burden, or option that would result in this Agreement being treated as other than a service contract under Internal Revenue Code Section 7701(e).
Federal Tax Matters. To the fullest extent permissible under Section 132(f) of the Internal Revenue Code and the Treasury Regulations thereunder (as determined by Employer’s independent tax counsel or advisor), Employer shall treat the access to XXXX’x transit services described under the terms of this Agreement and provided by Employer to eligible Employees as a Qualified Transportation Fringe Benefit. Employer is solely responsible for any tax obligations or tax reporting requirements that may arise as a result of providing its eligible Employees access to XXXX’x transit services and participating in the Downtown C-Pass Program.
Federal Tax Matters. (a) SUSA is and has been, commencing with SUSA's taxable year ended 1994, qualified to be taxed as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Code and the present and contemplated method of operation, assets and income of the Developer Member, SUSA and the Subsidiaries presently comply with the requirements for taxation as a REIT under the Code.
(b) Neither the Developer Member nor SUSA is a "foreign person" within the meaning of Section 1445 or 7701 of the Code.
Federal Tax Matters. AIG Capital shall be the Tax Matters Member of Series A, and FCFI shall be the Tax Matters Member of Series B, each of which shall be considered the tax matters partner of the applicable Series for purposes of Code Section 6231. In addition to the specific duties and obligations of the Tax Matters Partner set forth in Code Sections 6221 through 6234, the Tax Matters Member shall cause to be prepared and shall sign all tax returns of the applicable Series, which returns shall be reviewed in advance of filing by an independent certified public accountant, make any election which is available to such Series, and monitor any Governmental Authority in any audit that such Governmental Authority may conduct of such Series’ books and records or other documents; provided, however, that the Tax Matters Member shall not elect to have such Series taxed other than as a partnership.
Federal Tax Matters. C&D shall be the Tax Matters Member, who shall be considered the tax matters partner for purposes of Section 6231 of the Code. Appointment of a replacement Tax Matters Member shall require the unanimous approval of the Members. The Tax Matters Member shall cause to be prepared and shall sign all tax returns of the Company, make any tax elections for the Company allowed under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Company and monitor any governmental tax authority in any audit that such authority may conduct of the Company's books and records or other documents.
Federal Tax Matters. CNA Holdings, Inc. is the Tax Matters Member, who shall be considered the tax matters partner for purposes of Section 6231 of the Code. The Tax Matters Member shall cause to be prepared and shall sign all tax returns of the Company, which returns shall be reviewed in advance of filing by an independent certified public accountant if the Member shall so request, and monitor any governmental tax authority in any audit that such authority may conduct of the Company’s books and records or other documents.
