Other Tax Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by a General Partner if necessary, in the opinion of qualified tax advisor to the Partnership, to comply with such regulations or any other applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.
Other Tax Provisions. In the event that the Code or any Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Article 6, the General Partner is hereby authorized to make new allocations in reliance on the Code and such Regulations, and no such new allocation shall give rise to any claim or cause of action by any Partner.
Other Tax Provisions. (i) All items of income, gain, loss, deduction or credit shall be allocated, and all distributions shall be made, to the Persons shown on the records of the Company to have been Members as of the last calendar day of the period for which the allocation or distribution is to be made. Notwithstanding the foregoing, if during any taxable year there is a change in any Member’s Sharing Ratio, the Members agree that their allocable shares of such items for the taxable year shall be determined on any method determined by the Board to be permissible under Code Section 706 and the related Treasury Regulations to take account of the Members’ varying Sharing Ratios.
(ii) In the event that the Code or any Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Section 6.3, the Board is hereby authorized to make new allocations in reliance on the Code and such Regulations, and no such new allocation shall give rise to any claim or cause of action by any Member.
(iii) For purposes of determining a Member’s proportional share of the Company’s “excess nonrecourse liabilities” within the meaning of Regulations Section 1.752-3(a)(3), each Member’s interest in Net Profits shall be such Member’s Sharing Ratio.
Other Tax Provisions. (a) No Elections under Code Sections 336 or 338(h)(10). The Parties hereto agree that (i) no elections pursuant to Section 336(e) or 338(h)(10) of the Code shall be made by Sellers or Purchaser with respect to Purchaser’s purchase of any Purchased Equity Interest and (ii) Purchaser shall, to the extent allowable under applicable Law, make or cause to be made (and Parent shall cooperate with Purchaser in making or causing to be made) an election pursuant to Section 338(g) of the Code with respect to the purchase of (A) Xxxxx Industrial Tool Ferramentas do Brasil Ltda. and (B) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), any other Purchased Company that is treated as a foreign corporation for U.S. federal income Tax purposes. If Purchaser or any of its Affiliates makes any election pursuant to Section 338(g) of the Code and this Section 10.10(a), Purchaser shall provide Parent with a copy of Form 8023 Election under Section 338 for Corporations Making Qualified Stock Purchases as soon as is practical following the filing of such form with the IRS.
Other Tax Provisions.
(a) For any Accounting Period during which any part of an interest in the Fund is transferred between the Members or to another person, the portion of Profit, Loss and other items of income, gain, loss, deduction and credit that are allocable with respect to such part of an interest in the Fund shall be apportioned between the transferor and the transferee using any of the methods and conventions allowed pursuant to Section 706 of the Code and the applicable Treasury Regulations as chosen by the Managing Member.
(b) In the event that the Managing Member reasonably determines that it is necessary or advisable for the Fund to allocate items of income, gain, loss, deduction or credit differently than as set forth in this Article 5 in order to comply with the requirement of the Code or applicable Treasury Regulations or to preserve the after-tax economic arrangement of the Members, the Managing Member is hereby authorized to make new allocations in reliance on the Code and the Treasury Regulations, and no such new allocation shall give rise to any claim or cause of action by any Member.
(c) In the event that the Fund undertakes a transaction characterized as a partnership merger or consolidation using the assets-over form (within the meaning of Treasury Regulations Section 1.708-1(c)(3)(i)), each Member hereby (i) consents, as required by Treasury Regulations Section 1.708-1(c)(4), to the treatment of the transaction as a sale of all or part of the Member’s interest in the Fund to the extent such Member will receive cash consideration in such transaction, and (ii) agrees to prepare and file all tax returns in a manner consistent with such treatment. Notwithstanding anything to the contrary in paragraph 5.3, in the event the Fund undertakes a Roll-Up Transaction that is not treated as a partnership merger or consolidation, in which some Members receive cash consideration while other Members receive equity interests in an entity other than the Fund as consideration, the Managing Member shall be permitted to specially allocate any income and gain, and to the extent necessary, individual items of income and gain, associated with the receipt of cash in the Roll-Up Transaction to the Members who received the cash consideration to the extent permitted by the Code. If the Managing Member specially allocates such income and gain to the Members who received cash consideration, it shall do so in proportion to the amount of such Members’ allocations of Profit and Loss p...
Other Tax Provisions. (a) For any fiscal year during which any part of a Membership Interest or Economic Interest is Transferred by a Member (or by an Assignee or successor in interest to a Member), the portion of the Net Profits and Net Loss (excluding any Net Profits or Net Loss from a sale of Company assets) of the Company that is allocable in respect of such Transferred interest shall be apportioned between the assignor and the assignee of such interest under the interim closing of the books method or such other method allowed pursuant to Section 706 of the Code and the applicable Regulations as agreed to by the Members.
(b) Except as provided in Section 5.5(c) hereof, for income tax purposes under the Code and the Regulations, each Company item of income, gain, loss, deduction and credit shall be allocated between the Members as its correlative item of “book” income, gain, loss, deduction or credit is allocated pursuant to this Article 5.
(c) Tax items with respect to Company assets that are contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution shall be allocated between the Members for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the Tax Matters Member; provided, however, that the Tax Matters Member shall take no action that materially adversely affects the Morgans Parties without the prior written consent of Morgans Co. If the Gross Asset Value of any Company asset is adjusted pursuant to the definition of “Gross Asset Value” herein, subsequent allocations of income, gain, loss, deduction and credit with respect to such Company asset shall take account of any variation between the adjusted basis of such Company asset for federal income tax purposes and its Gross Asset Value in a manner consistent with Code Section 704(c) and the Regulations promulgated thereunder under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the Tax Matters Member; provided, however, that the Tax Matters Member shall take no action that materially adversely affects the Morgans Parties without the prior written consent of Morgans Co. Allocations pursuant to this Section 5.5(c) are solely for purposes of federal, state and local t...
Other Tax Provisions. (a) For any fiscal year or other period during which any part of a Membership Interest in the Company is transferred between the Members or to another person, the portion of the Net Profits, Net Losses and other items of income, gain, loss, deduction and credit that are allocable with respect to such part of a Membership Interest in the Company shall be apportioned between the transferor and the transferee using any method allowed pursuant to Code Section 706 and the applicable Regulations as chosen by the Board of Managers.
(b) In the event that the Code or any Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Article VI, the Board of Managers is hereby authorized to make new allocations in reliance on the Code and such Regulations, and no such new allocation shall give rise to any claim or cause of action by any Member.
(c) For purposes of determining a Member’s proportional share of the Company’s “excess nonrecourse liabilities” within the meaning of Regulations Section 1.752-3(a)(3), each Member’s interest in Net Profits shall be such Member’s Percentage Interest.
(d) In accordance with Regulations Section 1.704-1(b)(4)(iii), excess percentage depletion deductions with respect to depletable property shall be allocated to the Members in accordance with the allocation of gross income from the property from which such deductions are derived. The term “excess percentage depletion” shall mean the excess, if any, of deductions for percentage depletion as determined for tax purposes over the Gross Asset Value of the depletable property.
Other Tax Provisions. It is intended that any right or benefit which is provided pursuant to or in connection with this Award shall be exempt from the requirements of Code Section 409A, and this Restricted Stock Agreement shall be interpreted and applied in a manner as to avoid the unfavorable tax consequences provided therein for noncompliance. Notwithstanding the foregoing, the Director and his or her successor in interest shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Director or his or her successor in interest in connection with this Restricted Stock Agreement (including any taxes and penalties under Code Section 409A if an exemption does not apply); and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Director or his or her successor in interest harmless from any or all of such taxes or penalties.
Other Tax Provisions. 13.1 When applicable, in accordance with the provisions of sections 53, 59, 60, and 62 of the Hydrocarbon Law, each of the Parties shall benefit from the measures concerning duty on capital contributions, from the tax on income from shares, capital rights and similar revenues, from business activity tax (impots des patentes), from urban tax and from non-developed urban areas tax.
13.2 In accordance with the provisions of section 61 of the Hydrocarbon Law, each of the Parties, their contractors and subcontractors shall benefit from the exemption from value added tax on goods and services purchased on the domestic market or imported from abroad.
13.3 KOSMOS shall pay to the STATE, institution fees (droits d’institution) and fees for the extension of the Exploration Permits in accordance with the rates and procedures provided by the Hydrocarbon Code.
13.4 Each of the Parties in proportion to its Participating Interest in any Exploitation Concessions, shall pay an annual surface rental at a rate of one thousand Dirhams (1,000 DH) per square kilometre on each of the Exploitation Concessions.
Other Tax Provisions. Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by a General Partner if necessary, in the opinion of qualified tax advisor to the Partnership, to comply with such regulations or any other applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners. Any distribution of cash to the Issuer pursuant to Section 5.01(c) shall be treated as having been made in respect of preformation capital expenditures of the Partnership pursuant to Treasury Regulations Section 1.707-4(d) to the extent of any such expenditure.
