Partnership Tax Matters. The following provisions only apply to the Company during the time period that the Company is taxed as a partnership.
Partnership Tax Matters. In the event of any Tax audit or assessment with respect to an item on a Tax Return for any Pre-Closing Tax Period (or pre-Closing portion of any Straddle Period) of the Company, Management Holdings, Opco or any other entity treated as a partnership for U.S. federal income tax purposes in which Opco owns an interest, the Parties hereto (as applicable) shall, unless otherwise agreed to in writing by the Parties, cause an election to be made under Section 6226(a) of the Code (or any comparable provision of applicable state, local or foreign Law) with respect to any such Tax Return (or item) and shall take any action necessary to effectuate such an election. The Parties shall allocate the taxable income of the Company and Management Holdings for the taxable year of the Closing using the interim closing of the books method under Section 706 of the Code and the Treasury Regulations promulgated thereunder as of the end of the Closing Date.
Partnership Tax Matters. As of the Closing Date, each of TWE and TWEAN will be treated as a partnership for federal income tax purposes, and not as a publicly traded partnership within the meaning of Section 7704 of the Code.
Partnership Tax Matters. The General Partner is designated as the tax matters partner for the Partnership for federal, state and local purposes, pursuant to Section 6231(a)(7) of the Code and in similar provisions in state and local law. The General Partner shall have authority to make such elections (including but not limited to making an election under Section 754 of the Code and selecting any reasonable method to allocate income pursuant to Section 704(c) of the Code), take such actions and enter into such agreements on behalf of the Partners as is permitted by law or the Regulations. Any expense incurred by the Partnership in contesting with the Internal Revenue Service or any state income tax authorities any change in Income or Loss or the allocation of Income or Loss to any Partner shall be an expense of the Partnership.
Partnership Tax Matters. The General Partner is designated as the tax matters partner of the Partnership. In carrying out its responsibilities as tax matters partner, the General Partner shall have authority to make such elections, take such actions and enter into such agreements as it deems in the best interests of the Partners. Any expense incurred by the Partnership in contesting with the Internal Revenue Service or any state income tax authority any change in income or loss or the allocation of income or loss to any Partner shall be an expense of the Partnership.
Partnership Tax Matters. Each Party shall be solely responsible for the payment of all taxes imposed on its share of income arising directly or indirectly from the collaborative efforts of the Parties under this Agreement. The Parties intend that the DT Co-Co Program gives rise to a partnership solely for U.S. federal and applicable state and local income tax purposes, and shall be governed by the terms of Schedule M (Partnership Tax Matters) with respect to the tax matters set forth therein.
Partnership Tax Matters. (i) The Parties hereto agree to use the interim “closing of the books” method under Section 706 of the Code and the Treasury Regulations thereunder to allocate income, gain, loss, deduction or any other items of the Surviving Company between the Surviving Pubco and the Eligible Symbotic Equityholders for the taxable period that includes the Closing Date.
(ii) The Surviving Pubco shall ensure that a valid election under Section 754 of the Code (and any corresponding provisions of state and local Law) is in effect for the Surviving Company for the taxable year that includes the Closing Date and for subsequent taxable years.
(iii) With respect to any audit, examination, claim or similar Proceeding with respect to Taxes, Tax matters or Tax Returns of the Company (which reference shall include, for the avoidance of doubt, Symbotic and the Surviving Company, each as the continuation of the Company for applicable Tax purposes) for any taxable year (or a portion thereof) ending on or before the Closing Date (a “Tax Proceeding”), (i) the Surviving Pubco shall not, and shall not cause the Surviving Company to, concede, settle or compromise any such Tax Proceeding without the prior written consent of the Partnership Representative (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) to the extent permitted by applicable Law, the Surviving Company shall (and shall cause the Partnership Representative to) make a “push-out” election under Section 6226 of the Code (and any analogous election under state and local Tax Law).
(iv) The Surviving Pubco shall prepare and timely file, or shall cause to be prepared and timely filed, all Tax Returns for the Surviving Company and its Subsidiaries required to be filed after the Closing. With respect to any Tax Returns relating to a taxable period (or portion thereof) ending on or before the Closing Date, (x) such Tax Returns shall be prepared consistent with past practice, except as otherwise required by applicable Law, (y) the Surviving Pubco shall submit such Tax Returns to the Partnership Representative no later than 30 days prior to filing any such Tax Return for review and make any changes to such Tax Returns reasonably requested by the Partnership Representative to the extent such comments relate to any Tax item that would have any impact that is not immaterial on the Eligible Symbotic Equityholders, and (z) no such Tax Returns shall be filed without the prior written consent of the Partnership Repr...
Partnership Tax Matters. (a) The General Partner shall cause to be prepared and timely filed all tax returns required to be filed for the Partnership. The Partnership intends to be treated as a partnership for U.S. Federal income tax purposes and will not make any election inconsistent therewith. The General Partner may, in its discretion, make, or refrain from making, any other income or other tax elections for the Partnership that it deems necessary or advisable, including an election pursuant to Section 754 of the Code. Each Partner shall report partnership items on the Partner’s tax returns in a manner which is consistent with the treatment of such items on the Partnership’s tax returns.
(b) The General Partner is hereby designated as the Partnership’s “Tax Matters Partner” under Section 6231(a)(7) of the Code. The General Partner is specifically directed and authorized to take whatever steps the General Partner, in its discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the Internal Revenue Service and taking such other action as may from time to time be required under U.S. Treasury regulations. The General Partner shall serve in a similar capacity with respect to any other applicable tax laws. Except to the extent prohibited by law, each Limited Partner hereby waives the right to participate in any administrative Proceedings relating to the determination of partnership items at the Partnership level. Expenses of such administrative Proceedings undertaken by the General Partner in its capacity as Tax Matters Partner shall be expenses of the Partnership. Each Limited Partner who elects to participate in such Proceedings shall be responsible for any expenses incurred by such Limited Partner in connection with such participation. The cost of any resulting audits or adjustments of a Limited Partner’s tax return shall be borne solely by the affected Limited Partner.
(c) The Partnership shall cause BidCo to make the necessary elections to be treated as a corporation for U.S. tax purposes and shall not revoke such election without the consent of the General Partner.
Partnership Tax Matters. The Parties further acknowledge and agree that following the Closing each Partnership and the General Partner shall make the election provided by Section 754 of the Internal Revenue Code.
Partnership Tax Matters. 14 10. CONDEMNATION........................................................15
