Listed Transactions; Prohibited Tax Shelter Transactions Sample Clauses

Listed Transactions; Prohibited Tax Shelter Transactions. 15.5.1 The General Partner shall use commercially reasonable efforts to cause the Fund not to invest, directly or indirectly, in any investment that, to the knowledge of the General Partner, constitutes a “listed transaction” as defined in Regulations Section 1.6011-4(b)(2) or “reportable transaction” as defined in Regulations Section 1.6011-4(b)(1). If the General Partner reasonably determines that the Fund has engaged in one of the foregoing transactions, the General Partner shall provide the affected Limited Partners with notice thereof and, at the request of an affected Limited Partner and at such Limited Partner’s expense, render reasonable assistance to such Limited Partner in preparing and filing IRS Form 8886 (Reportable Transaction Disclosure Statement) and such other forms as may be required by such Limited Partner on account of such transaction.
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Listed Transactions; Prohibited Tax Shelter Transactions. The General Partner shall use commercially reasonable efforts to cause the Fund not to invest, directly or indirectly, in any investment that, to the knowledge of the General Partner, constitutes a “listed transaction” as defined in Regulations Section 1.6011-4(b)(2) or “reportable transaction” as defined in Regulations Section 1.6011-4(b)(1). If the General Partner reasonably determines that the Fund has engaged in one of the foregoing transactions, the General Partner shall provide the affected Limited Partners with notice thereof and, at the request of an affected Limited Partner and at such Limited Partner’s expense, render reasonable assistance to such Limited Partner in preparing and filing IRS Form 8886 (Reportable Transaction Disclosure Statement) and such other forms as may be required by such Limited Partner on account of such transaction. The General Partner shall cause the Fund not to engage, directly or indirectly, in a transaction that, as of the date the Fund enters into a binding contract to engage in such transaction, would cause a Limited Partner subject to the excise tax in Section 4965 of the Code to be treated as a party to a “prohibited tax shelter transaction” for purposes of Section 4965 of the Code. If the General Partner reasonably determines that the Fund has engaged, directly or indirectly, in a transaction that is a prohibited tax shelter transaction, the General Partner shall promptly notify the affected Limited Partners of such determination and permit such Limited Partners to be excused from participating in such transaction or having any economic rights or liabilities associated with such transaction. EXCULPATION AND INDEMNIFICATION
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Related to Listed Transactions; Prohibited Tax Shelter Transactions

  • Disclosures; Prohibited Interests Independent of whether Consultant is required to file a Form 700, Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is the subject of this Agreement. Consultant warrants and represents that it has not employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’s subcontractors. Consultant further agrees to notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.

  • Prohibited Transfers The occurrence of any of the following Transfers will constitute an Event of Default under this Loan Agreement:

  • CONTINUING CONNECTED TRANSACTIONS Renewed Supply Agreement Reference is made to the disclosure in the Prospectus in respect of the continuing connected transactions in relation to the Supply Agreement pursuant to which the Group agreed to supply tissue paper products (including toilet paper rolls and jumbo rolls) to SCA HA for a term of three years commencing on 1 January 2007 until 31 December 2009. During the finalisation of the audited financial statements of the Company for the year ended 31 December 2009, it came to the attention of the Board that although the Supply Agreement expired on 31 December 2009, the Group had continued to supply tissue paper products to SCA HA during the first quarter of year 2010. The total amount paid by SCA HA to the Group for the Products during the first quarter of year 2010 was approximately HK$4,338,328. These transactions constituted continuing connected transactions under Rule 14A.14 of the Listing Rules and had exceeded the de minimis threshold set forth in Rule 14A.33(3) of the Listing Rules and are subject to the reporting and announcement requirements and exempt from the requirement of obtaining the independent shareholders’ approval pursuant to Rule 14A.34 of the Listing Rules. On 30 April 2010, the Group and SCA HA entered into the Renewed Supply Agreement for a further term of 3 years commencing from 1 January 2010 and expiring on 31 December 2012. The Directors consider that the Renewed Supply Agreement and the transactions contemplated thereunder were entered into in the ordinary and usual course of the business of the Group, and have been negotiated on an arm’s length basis between the parties on normal commercial terms. The Directors believe that the terms of the Renewed Supply Agreement (including the Annual Caps) are fair and reasonable and are in the interests of the Company and its shareholders as a whole. Listing Rules Implications SCA HA comprises subsidiaries of SCA and SCA is a substantial shareholder of the Company. As a result, SCA HA is a connected person of the Company as defined under the Listing Rules. The transactions under the Renewed Supply Agreement are of a continuing nature and will constitute continuing connected transactions of the Group under Chapter 14A of the Listing Rules. Since each of the applicable percentage ratios (other than the profits ratio) calculated with reference to each of the Annual Caps for the Renewed Supply Agreement is less than 2.5%, the continuing connected transactions contemplated under the Renewed Supply Agreement are only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules and exempt from the independent shareholders’ approval requirement under Rule 14A.34 of the Listing Rules. Details of the continuing connected transactions under the Renewed Supply Agreement will be disclosed in the Company’s next published annual report in compliance with the requirements under the Listing Rules.

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