Tax Decisions and Elections Sample Clauses

Tax Decisions and Elections. The General Partner is hereby designated the "Tax Matters Partner" of the Partnership for all purposes under this Agreement and as such term is defined under the Code. The Tax Matters Partner shall make or revoke all elections and take all reporting positions which, in its discretion, it deems necessary or desirable for the Partnership. Each item of Partnership income and deduction shall be separately reported on each Partner's income tax return, pursuant to Regulations Section 1.702-1(a). The General Partner may, in its discretion, make the election under Code Section 754. Tax decisions and elections for the Partnership not provided for herein shall be determined and made by the General Partner. The General Partner shall provide all Partners with all tax information that the General Partner receives, shall notify all Partners of any meetings with respect to the Partnership's income tax returns and shall afford representatives of each Partner the opportunity to be present at such meetings. No Partner shall take a position on any income tax return which is inconsistent with any position taken by the Partnership on the Partnership's income tax returns.
Sample 1
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Tax Decisions and Elections. The Managing General Partner is hereby designated the "Tax Matters Partner" of the Partnership for all purposes under this Agreement and as such term is defined under the Code. The Tax Matters Partner shall make or revoke all elections and take all reporting positions which, in its discretion, it deems necessary or desirable for the Partnership. Each item of Partnership income and deduction shall be separately reported on each Partner's income tax return, pursuant to Regulations Section 1.702-1(a). The Tax Matters Partner shall, if requested in writing by a Partner, make the election under Code Section 754. Tax decisions and elections for the Partnership not provided for herein shall be determined and made by the General Partners. The following provisions shall apply with respect to the Tax Matters Partner. (a) The Tax Matters Partner shall be responsible for the filing of the Partnership information returns required under Section 6031 of the Code. Within thirty (30) days after the receipt by the Tax Matters Partner of the K-1 from the Operating Partnership, but no later than ten (10) Business Days before the due date for filing of the Partnership tax returns after giving effect to any requested extensions of such due date for filing, the Tax Matters Partner shall furnish to the Partnership's accountants sufficient information for the preparation of all required Partnership tax returns. (b) A Partner shall provide notice to the Tax Matters Partner of its intent to file an original or an amended income tax return of which such Partner will take a position with respect to a Partnership item that is inconsistent with the position taken by the Tax Matters Partner on the Partnership return. Such notice must be given at least thirty (30) days prior to the filing of such return. At such time, such Partner shall provide the Tax Matters Partner with a statement detailing the inconsistent item or items contained in such return. Within ten (10) Business Days of receipt of such statement, the Tax Matters Partner shall provide a copy of such statement to each Partner. (c) The Tax Matters Partner shall include in each Partnership return sufficient information to entitle each eligible Partner and any indirect partner (at its request) to notice from the Internal Revenue Service pursuant to Section 6223(a) of the Code. (d) Each General Partner reserves the right to participate in an audit proceeding. (e) Each Partner reserves the right to enter into a separate settlement a...
Sample 1
Tax Decisions and Elections. BHI is hereby designated the "Tax Matters Partner" of the Partnership for all purposes under this Agreement and as such term is defined under the Code. The Tax Matters Partner shall make or revoke all elections and take all reporting positions which, in its discretion, it deems necessary or desirable for the Partnership. Each item of Partnership income and deduction shall be separately reported on each Partner's income tax return, pursuant to Regulations Section 1.702-1(a). The Managing Partner shall make the election under Code Section 754. Tax decisions and elections for the Partnership not provided for herein shall be determined and made by the Managing Partner. The Managing Partner shall provide all Partners with all tax information that the Managing Partner receives, shall notify all Partners of any meetings with respect to the Partnership's income tax returns and shall afford representatives of each Partner the opportunity to be present at such meetings. No Partner shall take a position on any income tax return which is inconsistent with any position taken by the Partnership on the Partnership's income tax returns.
Sample 1
Tax Decisions and Elections. Tax decisions and elections for the Company not provided for herein shall be agreed upon by the Members.
Sample 1
Tax Decisions and Elections. Except as otherwise expressly provided in this Agreement, all tax decisions and elections for the Partnership shall be made and approved by the Partners.
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Tax Decisions and Elections. If IX Company is treated as a partnership for U.S. Federal income tax purposes, SB shall have the right to make all decisions with respect to the tax matters and tax returns of IX Company, including the right to make all tax elections required or permitted to be made by IX Company under the Code or other applicable tax law.
Sample 1
Tax Decisions and Elections. Except as otherwise expressly provided for in this Agreement, the General Partner shall make all tax decisions and elections for the Partnership. Without limiting the generality of the foregoing, the General Partner may, in its sole discretion, make or revoke the election referred to in Section 754 of the Internal Revenue Code of 1986 (as amended) or any similar provision hereafter enacted in lieu thereof.
Sample 1
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Related to Tax Decisions and Elections

  • Accounting Decisions All decisions as to accounting principles, except as specifically provided to the contrary herein, shall be made by the General Partner.

  • Conclusions and Recommendations Based on our country-by-country analysis, 197 of the AEWA populations are already well-monitored both for population size and trend. Our prioritisation method allowed focusing on the AEWA conservation and management priorities (Priorities 1-2) and to consider cost effectiveness and feasibility (Priorities 3-6). Theoretically, the two- third target of the AEWA Strategic Plan can be just attained by focusing on the development of monitoring activities for Priority 1-5 populations (i.e. leaving out the 168 more widespread Priority 6 populations that would require more species-specific monitoring methods. Most of the Priority 1-5 populations would require improvement of the IWC though regional schemes focusing on the West Asian / East African flyway with possibly three subregional components in the Central Asia, Arabia and Eastern and Southern Africa. In the latter region, improvements in Tanzania and Mozambique are particularly important. In the Black Sea - Mediterranean - Sahelian flyway the focus should be primarily on the Sahel countries and especially on increasing the consistency of annual counts. The quality of monitoring is already better in the Black Sea and Mediterranean regions. In the East Atlantic, the ongoing capacity-building activities should continue and the consistency and representativity of site coverage should be further strengthened in most countries. Angola would require a major capacity improvement but primarily for the intra-African migrants on inland wetlands. It is also clear that the targets of the AEWA Strategic Plan cannot be achieved without complementing the IWC with periodic aerial surveys both in Western Africa as well as in Eastern and Southern Africa, by setting up a periodic offshore waterbird monitoring scheme in the Caspian Sea and by focusing in each country on a relatively small number of breeding bird species strategically selected in this report.

  • Decisions by Members Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

  • Credit Decisions Each Lender acknowledges that it has, independently of the Administrative Agent and each other Lender, and based on such Lender’s review of the financial information of the Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently of the Administrative Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under the Loan Documents.

  • Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied;

  • Notices; Standards for Decisions and Determinations The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 12.01(c) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 12.01(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 12.01(c).

  • Investment Decisions The Subadviser shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Series, and what portion of such assets will be invested or held uninvested as cash.

  • PROCEDURE FOR APPROVAL OF SETTLEMENT Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • Decisions of Board or Committee The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Board or the Committee regarding the Plan or this Agreement shall be final, binding and conclusive.

  • Major Decisions (A) Subject to Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Decisions to recommend to the Board of Directors that the Company acquire or sell Properties, Loans and other Permitted Investments; (2) Retention of investment banks for the Company; (3) Marketing methods for the Company’s sale of Shares; (4) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (5) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (6) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(2) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. (C) Notwithstanding anything in this Agreement to the contrary, with respect to Major Decisions described in clause (A)(1) above (but subject to Section 7.3(D)), (1) joint approval shall not be required, (2) the Sub-advisor and the Advisor shall discuss the proposed transaction (either in person or by phone) prior to either Party making any recommendation of the proposed transaction to the Board of Directors, and (3) the Sub-Advisor and the Advisor shall each give due consideration to the opinions of the other Party. Ordinarily, such discussions shall begin at least five business days before a recommendation is made to the Board of Directors; however, if in the sole discretion of the Sub-advisor it is in the best interest of the Company to make a recommendation to the Board of Directors more promptly, then the Sub-advisor may do so. In the event the Parties do not agree as to whether to recommend the proposed transaction to the Board of Directors, the Sub-advisor’s decision shall govern. (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding amending the Advisory Agreement.

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