Prohibited Tax Shelter Transactions. Use any assets of the Company or any Subsidiary Entity in a “prohibited tax shelter transaction” within the meaning of Section 4965(e)(1) of the Code.
Prohibited Tax Shelter Transactions. The Concessionaire covenants and agrees that it shall not enter into any lease, sublease, concession, management agreement, operating agreement or other similar arrangement or other transaction that would cause the City or the Authority to become a party to a “prohibited tax shelter transaction” within the meaning of Section 4965 of the Internal Revenue Code of 1986 (it being agreed that, for purposes of this Section 10.4, neither the City nor the Authority shall be treated as having become a party to any such transaction solely by virtue of the execution of this Agreement). A violation of this Section 10.4 by the Concessionaire shall entitle a Government Party to (a) recover from the Concessionaire, to the extent permitted by applicable Law, the amount of any Tax liability to which the Government Party or any Government Party official is subject and (b) require the Concessionaire, at the Concessionaire’s expense, to prepare timely all statements and returns, and to maintain all lists and similar information that the City or the Authority becomes obligated to disclose, file or maintain with any taxing authority or participant or otherwise as a result of such transaction.
Prohibited Tax Shelter Transactions. The Partnership will use commercially reasonable efforts to avoid making any investment which the General Partner reasonably determines at the time of the investment would qualify as a “prohibited tax shelter transaction” within the meaning of Section 4965 of the Code. In the event that the Partnership makes an investment that may be treated as a “prohibited tax shelter transaction” (within the meaning of Section 4965(e)(1) of the Code), the Partnership will notify each “tax-exempt entity” (as defined in Section 4965(c) of the Code) and will provide to each such Partner such information as such Partner reasonably may request to enable such Partner to fulfill any reporting requirements with respect to such transaction. In the event the Partnership enters into any investment that causes a Partner to be a “party” (within the meaning of Section 4965(a) of the Code) to a “prohibited tax shelter transaction,” the General Partner shall promptly notify each tax-exempt entity and (a) shall use its reasonable efforts to cooperate with such Partner so as to ensure, to the extent practicable, that such Partner does not become or continue as a party to such a transaction and (b) shall not unreasonably withhold its consent under Section 12.2(a)(i) of this Agreement to such Partner’s transfer of its Interest to a third party (provided that such Partner obtains an opinion or, if permitted by the General Partner, otherwise certifies that the transfer meets the criteria of Section 12.2(b) of this Agreement).
Prohibited Tax Shelter Transactions. The Lessee covenants and agrees that it shall not enter into any lease, sublease, concession, management agreement, operating agreement or other similar arrangement or other transaction that would cause the Authority to become a party to a “prohibited tax shelter transaction” within the meaning of section 4965 of the U.S. Revenue Code (it being agreed that, for purposes of this Section 10.4, the Authority shall not be treated as having become a party to such transaction solely by virtue of the execution of this Agreement or any future or ancillary agreements between the Authority and the Lessee relating to this Agreement). A violation of this Section 10.4 by the Lessee shall entitle the Authority to (a) recover from the Lessee, to the extent permitted by applicable Law, the amount of any Tax liability to which the Authority and/or any Authority official is subject as a result of any agreement contemplated by this Section 10.4 and (b) require the Lessee, at the Lessee’s expense, to prepare timely all statements and returns, and to maintain all lists and similar information that the Authority becomes obligated to disclose, file or maintain with any taxing authority or participant or otherwise as a result of such transaction.
Prohibited Tax Shelter Transactions. The Company shall use reasonable efforts not to engage in a transaction that, as of the date that the Company enters into a binding commitment to engage in such transaction, the Company reasonably believes to constitute a “prohibited tax shelter transaction” within the meaning of Section 4965 of the US Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law) (the “Code”). In the event that the Company has entered into such a prohibited tax shelter transaction, or that a transaction previously entered into has since been characterized as a prohibited tax shelter transaction, the Company shall promptly notify Harel of such fact and shall provide any information reasonably requested by Harel to satisfy its own tax filing obligations with respect to such transaction.
Prohibited Tax Shelter Transactions. Parking Company covenants and agrees that it shall not enter into any lease, sublease, management agreement, operating agreement or other similar arrangement or other transaction that would cause Metro to become a party to a “prohibited tax shelter transaction” within the meaning of Section 4965 of the Internal Revenue Code of 1986 (it being agreed that, for purposes of this Section 10.4, Metro shall not be treated as having become a party to any such transaction solely by virtue of the execution of this Agreement). A violation of this Section 10.4 by Parking Company shall entitle Metro to (a) recover from Parking Company, to the extent permitted by applicable Law, the amount of any Tax liability to which Metro or any Metro official is subject and
Prohibited Tax Shelter Transactions. Parking Company covenants and agrees that it shall not enter into any lease, sublease, management agreement, operating agreement or other similar arrangement or other transaction that would cause Metro to become a party to a “prohibited tax shelter transaction” within the meaning of Section 4965 of the Internal Revenue Code of 1986 (it being agreed that, for purposes of this Section 10.3, Metro shall not be treated as having become a party to any such transaction solely by virtue of the execution of this Agreement). A violation of this Section 10.3 by Parking Company shall entitle Metro to (a) recover from Parking Company, to the extent permitted by applicable Law, the amount of any Tax liability to which Metro or any Metro official is subject and (b) require Parking Company, at Parking Company’s expense, to prepare timely all statements and returns, and to maintain all lists and similar information that Metro becomes obligated to disclose, file or maintain with any taxing authority or participant or otherwise as a result of such transaction.
Prohibited Tax Shelter Transactions. The Concessionaire covenants and agrees that it shall not enter into any lease, sublease, concession, management agreement, operating agreement or other similar arrangement or other transaction that would cause the City to become a party to a “prohibited tax shelter transaction” within the meaning of section 4965 of the Internal Revenue Code of 1986 (it being agreed that, for purposes of this Section 10.4, the City shall not be treated as having become a party to any such transaction solely by virtue of the execution of this Agreement). A violation of this Section 10.4 by the Concessionaire shall entitle the City to (a) recover from the Concessionaire, to the extent permitted by applicable Law, the amount of any Tax liability to which the City, or any City official is subject and
Prohibited Tax Shelter Transactions. The Concessionaire covenants and agrees that it shall not enter into any lease, sublease, concession, management agreement, operating agreement or other similar arrangement or other transaction that would cause the Authority or the Borough to become a party to a “prohibited tax shelter transaction” within the meaning of section 4965 of the Internal Revenue Code of 1986 (it being agreed that, for purposes of this Section 10.4, the Authority shall not be treated as having become a party to any such transaction solely by virtue of its execution of this Agreement and the Borough shall not be treated as having become a party to any such transaction solely by virtue of its execution of its limited joinder to this Agreement). A violation of this Section 10.4 by the Concessionaire shall entitle the Authority or the Borough, as applicable, to
Prohibited Tax Shelter Transactions. The Concessionaire covenants and agrees that it shall not enter into any lease, sublease, concession, management agreement, operating agreement or other similar arrangement or other transaction that would cause the University to become a party to a “prohibited tax shelter transaction” within the meaning of Section 4965 of the Code (it being agreed that, for purposes of this Section 10.4, the University shall not be treated as having become a party to any such transaction solely by virtue of the execution of this Agreement or any lease, sublease, concession, management agreement, operating agreement or other similar arrangement or other transaction to which the University has consented). A violation of this Section 10.4 by the Concessionaire shall entitle the University to (a) recover from the Concessionaire, to the extent permitted by applicable Law, the amount of any Tax liability to which the University or any University official is subject and (b) require the Concessionaire, at the Concessionaire’s expense, to prepare timely all statements and returns, and to maintain all lists and similar information that the University becomes obligated to disclose, file or maintain with any taxing authority or participant or otherwise as a result of such transaction.
