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...
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 Procedures. With 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. 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. 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. After the Closing, Purchaser and Seller shall cooperate in the filing of any Tax Returns or other Tax-related forms or reports, to the extent such filing requires providing each other with necessary records and documents relating to the Business (including the Transferred Assets and the Assumed Liabilities) or providing access to employees. Seller and Purchaser shall cooperate in the same manner in defending or resolving any Tax audit, examination or Tax-related litigation.
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. REINSURER will not reimburse the Ceding Company for any share of state premium taxes the Ceding Company has to pay.
2. The Ceding Company and REINSURER hereby agree to the following pursuant to Section 1.848 -2(g)(8) of the Income Tax Regulations issued December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended. This election shall be effective for 1991 taxable year for all amounts of consideration arising after November 14, 1991 and for all subsequent taxable years for whaich this agreement remains in effect.
a. The term “party” will refer to either the Ceding Company or REINSURER as appropriate.
b. The terms used in this article are defined by reference to Treasury Regulation Section 1.848-2 in effect as of December 29, 1992. The term “net consideration” will refer to either net consideration as defined in Treasury Reg. Section 1.848-2(f) or “gross premium and other consideration” as defined in Treasury Reg. Section 1.848-3(b) as appropriate.
c. The party with net positive consideration for this agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this agreement without regard to the general deductions limitation of IRC Section 848(c)(1).
d. The Ceding Company and REINSURER agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency. The Ceding Company and REINSURER also agree to exchange information which may be otherwise required by the IRS.
e. The Ceding Company will submit a schedule to REINSURER by June 1 of each year of its calculation of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement signed by an officer of the Ceding Company stating that the Ceding Company will report such net consideration in its tax return for the preceding calendar year.
f. REINSURER may contest such calculation by providing an alternative calculation to the Ceding Company in writing within 30 days of REINSURER’s receipt of the Ceding Company’s calculation. If REINSURER does not so notify the Ceding Company, REINSURER will report the net consideration as determined by the Ceding Company in REINSURER’s tax return for the previous calendar year.
g. If REINSURER contests the Ceding Company’s Calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount within thirty (30) days of the date REINSURER submits ...
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.
