Tax Procedures Sample Clauses

Tax Procedures. (a) With respect to any period in which (x) Pinnacle has made or will make an election to be taxed as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”) or (y) Pinnacle is a “qualified REIT subsidiary” (within the meaning of Section 856 of the Code) of a REIT (such other REIT, the “Parent REIT”), notwithstanding any other provisions in this Agreement, any payments to be made by OpCo to the Pinnacle Group pursuant to Section 5.2 or Section 5.4 for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of Pinnacle or the Parent REIT for purposes of the requirements of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”) for any period in which Pinnacle or the Parent REIT has made any election to be taxed as a REIT, with such determination to be set forth in an opinion of outside tax counsel selected by Pinnacle or the Parent REIT, which opinion shall be reasonably satisfactory to Pinnacle or the Parent REIT plus (ii) such additional amount that is estimated can be paid to Pinnacle or the Parent REIT in such taxable year without causing Pinnacle or the Parent REIT to fail to meet the Specified REIT Requirements, determined (x) as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code (“Qualifying Income”) and (y) by taking into account any other payments to Pinnacle or the Parent REIT during such taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent tax accountants to Pinnacle or the Parent REIT, and (B) submitted to and approved by Pinnacle’s or the Parent REIT’s outside tax counsel, and (iii) in the event that Pinnacle or the Parent REIT receives a ruling from the IRS to the effect that Pinnacle or the Parent REIT’s receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or would be excluded from gross income of Pinnacle or the Parent REIT for purposes of the Specified REIT Requirements, the aggregate payments otherwise required to be made pursuant to Section 5.2 or Section 5.4 (determined without regard to this Section 5.6(a)) less the amount otherwise previously paid under clauses (i) and (ii) above. (b) OpCo shall place the full amount of any payments otherwise to be made by OpCo pursuant to Section 5.2 or Section 5.4 in a mutually agreed escro...
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Tax Procedures. 1. The Ceding Company and the Pool hereby enter into an election under Treasury Regulations Section 1.848-4(g)(8) whereby: a. For each taxable year under this reinsurance agreement, the party with net positive consideration, as defined in the regulations promulgated under Treasury Code Section 848, will capitalize specified policy acquisition expenses with respect to this reinsurance agreement without regard to the general deductions limitation of Section 848(c)(1). b. The Ceding Company and the Pool agree to exchange information pertaining to the amount of net consideration for all reinsurance agreements in force between them to ensure consistency for purposes of computing specified policy acquisition expenses. c. This election shall be effective as of the beginning of the taxable year, which includes the effective date of this Agreement and shall remain in effect for all subsequent taxable years for which this Agreement remains in effect. 2. The Pool will not reimburse the Ceding Company for any premium taxes.
Tax ProceduresWith respect to the LiveWire Employees, the Parties shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements) and for purposes of filing IRS Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate), as described in Revenue Procedure 2004-53.
Tax Procedures. Tax Procedures are contained in the attached Exhibit 9.19.
Tax Procedures. (a) After the Closing, each party to this Agreement (whether Buyer, Seller, or Beneficial Seller, as the case may be) shall promptly notify the other party in writing of any demand, claim or notice of the commencement of an audit received by such party from any Taxing Authority or any other Person with respect to Taxes for which such other party is liable pursuant to this Agreement; provided, however, that a failure to give such notice will not affect such other party’s rights to indemnification under Article 9 of this Agreement, except to the extent that such party is actually prejudiced thereby. Such notice shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Taxing Authority or any other Person in respect of any such asserted Tax liability. (b) Payment by an indemnitor of any amount due to an indemnitee under Article 10 shall be made within ten (10) days following written notice by the indemnitee that payment of such amounts to the appropriate Taxing Authority or other applicable third party is due by the indemnitee, provided that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Taxing Authority or applicable third party. In the case of a Tax that is contested in accordance with the provisions of Section 10.3, payment of such contested Tax will not be considered due earlier than the date a “final determination” to such effect is made by such Taxing Authority or a court. For this purpose, a “final determination” shall mean a settlement, compromise, or other agreement with the relevant Governmental Authority, whether contained in an Internal Revenue Service Form 870 or other comparable form, such as a closing agreement with the relevant Governmental Authority, an agreement contained in Internal Revenue Service Form 870-AD or other comparable form, an agreement that constitutes a “determination” under Section 1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired.
Tax Procedures. 1. MARC will not reimburse the Ceding Company for any share of state premium taxes the Ceding Company has to pay. 2. Both companies hereby enter into an election under Treasury Regulations Section 1.848-2(g)(8) whereby: a. For each taxable year under this agreement, the party with net positive consideration, as defined in Treasury Code Section 848, will capitalize specified policy acquisition expenses with respect to this reinsurance agreement without regard to the general deductions limitation of Section 848(c)(1).
Tax Procedures. (a) After Closing, Purchaser shall cause the Company to prepare, or cause to be prepared, and file, or cause to be filed, any tax returns of the Company to be filed after the Closing Date, provided that Purchaser will provide to Seller an opportunity to review and comment on any tax returns to be filed after the Closing Date that include any pre-Apportionment Time taxes and will make such revisions to such tax returns as are reasonably requested by Seller. (b) The Company shall control any audit of the tax returns of the Company; provided, however, that Purchaser shall cause the Company to obtain the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim if such audit relates to any pre-Apportionment Time taxes; and, provided further, that, at any time, Seller shall be entitled to assume the defense of such claim from the Company and to employ counsel of its choice for such purpose reasonably acceptable to the Company, the fees and expenses of which separate counsel shall be borne solely by Seller. In the case of an audit that relates to a Straddle Period, the costs of such audit shall be apportioned between pre-Apportionment Time and post-Apportionment Time periods to the extent reasonably determinable to such periods, and if not so reasonably determinable, prorated based on the number of days in each period, and the Company and Seller shall each have the right to control such audit. (c) Seller and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any tax return pursuant to this Section 9.8 or in connection with any audit or other proceeding in respect of taxes of the Company. Such cooperation and information shall include providing copies of relevant tax returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Seller shall retain all tax returns, schedules and work papers, records and other documents in its possession relating to tax matters of the Company for any taxable period beginning before the Apportionment Time until the expiration of the statute of limitations of the taxable periods to which such tax returns and other documents relate, without regard to extensions except to the extent notified by the other Party in writing of such extensio...
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Tax Procedures. 1. When [ ] does not have to pay state premium taxes on the reinsurance premiums it receives from the Ceding Company, it will reimburse the Ceding Company for its share of any such taxes the Ceding Company has to pay. The reimbursement percentage will be [ ]. 2. Both companies hereby enter into an election under Treasury Regulations Section 1.848-2(g)(8) whereby: 3 -------------------------------------------------------------------------------- a. For each taxable year under this agreement, the party with net positive consideration, as defined in Treasury Code Section 848, will capitalize specified policy acquisition expenses with respect to this reinsurance agreement without regard to the general deductions limitation of Section 848(c)(1). b. Both companies agree to exchange information about the amount of net consideration for all reinsurance agreements in force between them to ensure consistency for purposes of computing specified policy acquisition expenses. c. This election will be effective as of the beginning of the taxable year that includes the effective date of this agreement. This election will remain in effect for all future taxable years for which this agreement remains in effect.
Tax Procedures. While any Series A Preferred Units are outstanding, -------------- the General Partner shall (i) maintain the controls and procedures designed to ensure REIT compliance as set forth in Section 3.19 of the Securities Purchase Agreement, and (ii) within a reasonable period of time prior to consummation of any acquisition, disposition or other extraordinary corporate transaction, deliver to holders of the Series A Preferred Units, any summary of the material terms and an analysis of the federal and state tax implications of such transaction delivered to any member of the General Partner's Board of Directors.
Tax Procedures. 1. MARC will not reimburse the Ceding Company for a share of any such state premium taxes the Ceding Company has to pay. 2. Both companies hereby enter into an election under Treasury Regulations Section 1.848-2(g)(8) whereby: [LOGO OF MARC MUNICH RE GROUP] a. For each taxable year under this agreement, the party with net positive consideration, as defined in Treasury Code Section 848, will capitalize specified policy acquisition expenses with respect to this reinsurance agreement without regard to the general deductions limitation of Section 848(c)(1). b. Both companies agree to exchange information about the amount of net consideration for all reinsurance agreements in force between them to ensure consistency for purposes of computing specified policy acquisition expenses. c. This election will be effective as of the beginning of the taxable year that includes the effective date of this agreement. This election will remain in effect for all future taxable years for which this agreement remains in effect.
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