Tax Status and Reports Sample Clauses

Tax Status and Reports. (a) Notwithstanding any provision contained in this Agreement to the contrary, solely for federal income tax purposes, each of the Partners hereby recognizes that the Partnership will be subject to all provisions of Subchapter K of the Code; provided, however, that the filing of United States Partnership Returns of Income shall not be construed to extend the purposes of the Partnership or expand the obligations or liabilities of the Partners. (b) The General Partner or, at its discretion, an accountant ("Accountant") selected by the General Partner shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Partnership with any taxing authority and shall timely file such returns or statements.
Sample 1Sample 2
AutoNDA by SimpleDocs
Tax Status and Reports. (a) Members agree that Company shall be classified as a partnership for United States federal tax purposes, and the Members and Company agree that they shall refrain from making any elections or filing any returns or reports that are inconsistent with such classification unless and until the Members consent to a change in the United States tax classification of Company. (b) Any item which is stipulated to be an expense of Company under the terms of this Agreement or which would be so treated in accordance with GAAP shall be treated as an expense of Company for all purposes hereunder, whether or not such item is deductible in computing Net Income for federal income tax purposes. (c) Adeptus is hereby designated as the “Tax Matters Partner” in accordance with IRC Section 6231(a)(7) and applicable Regulations. Each Member hereby approves of such designations and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence such approval. Except to the extent set forth in this Section 5.02, Adeptus is authorized, at Company’s sole costs and expense, to represent Company and each Member in connection with all examinations of Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company’s funds for professional services and costs connected therewith. In connection with any examination of Company by any tax authorities, Adeptus shall retain on behalf of Company and at Company’s sole cost and expense a nationally prominent independent public accounting firm or legal counsel reasonably satisfactory to UCH to represent the interests of Company. Adeptus shall provide each member of the Governing Board with prompt notice of the initiation of any tax examination or proceeding and shall further provide each member of the Governing Board with prompt, reasonable and continuous opportunity to review and provide comment with respect to the subject matter of each such examination or proceeding. Adeptus shall have the right to settle any audit or examination with the consent of the Governing Board or the Members and to take any and all other actions on behalf of the Members or Company in connection with any tax audit or examination or judicial review or proceeding to the extent permitted by applicable law and regulations and in the event of any administrative or judicial proceeding involving the tax tre...
Sample 1
Tax Status and Reports. 30 6.5 Capital Accounts of the Partners ..................................... 30 6.6 Minimum Gain Chargeback; Qualified Income Offset ..................... 31
Sample 1
Tax Status and Reports. Any provisions hereof to the contrary notwithstanding, solely for Federal income tax purposes, each of the Partners hereby recognizes that the Partnership will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided, however, that the filing of partnership returns of income for such tax purposes shall not be construed to extend the purposes of the Partnership.
Sample 1
Tax Status and Reports. 13.01 Unless otherwise herein provided, the Partnership shall calculate depreciation on its depreciable assets for income tax purposes under the declining balances method of depreciation and shall annually claim the maximum amount of depreciation pursuant to that method. 13.02 Participation shall prepare or cause to be prepared all information returns and statements, if any, which must be filed on behalf of the Partnership with any taxing authority in the United States of America, and shall submit such returns and statements to both partners for their approval prior to filing. Within one hundred twenty (120) days after the end of each fiscal year of the Partnership, the manager shall prepare or cause to be prepared and mailed to each partner a report setting forth in sufficient detail all such information and data with respect to the business transactions and operations of the Partnership for the prior fiscal year as shall enable each partner to properly understand the annual audit and financial information provided in accordance with Article 12.00 so as to enable each partner to prepare its state and federal income tax returns in accordance with the laws, rules and regulations then prevailing. 33 -19-
Sample 1
Tax Status and Reports. (a) Notwithstanding any provision contained in this Agreement to the contrary, solely for federal income tax purposes, each of the Members hereby recognizes that as long as there are at least two Members considered as such for federal income tax purposes, the applicable provisions of this Article V relating thereto will apply to the Company and the Company will be subject to all provisions of Subchapter K of the Code; provided, however, that the filing of United States Partnership Returns of Income will not be construed to extend the purposes of the Company or expand the obligations or liabilities of the Members. (b) The Company or, at its sole and absolute discretion, an accountant (“Accountant”) selected by the Company shall prepare or cause to be prepared all tax returns and statements, if any, that must be filed on behalf of the Company with any taxing authority and shall timely file such returns or statements. The Company will undertake to deliver to all Members, on a timely basis, information and documentation necessary to permit Members to prepare and file U.S. federal and state tax returns and other statements reporting all relevant tax items associated with the Company. (c) No Member shall file any tax return on which such Member takes a contrary or inconsistent position with respect to any matter included in a Company tax return. Each Member shall, in its income tax return and other statements filed with the U.S. Internal Revenue Service, report taxable income or loss in accordance with the Partnership returns and statements.
Sample 1
Tax Status and Reports. (a) The Members agree that the JV shall be classified as a partnership for United States federal tax purposes, and the Members and the JV agree that they shall refrain from making any elections or filing any returns or reports that are inconsistent with such classification unless and until the Members consent to a change in the United States tax classification of the JV. (b) Any item which is stipulated to be an expense of the JV under the terms of this Agreement or which would be so treated in accordance with US GAAP shall be treated as an expense of the JV for all purposes hereunder, whether or not such item is deductible in computing Net Income for federal income tax purposes. (c) BorgWarner is hereby designated as the “partnership representative” (within the meaning of IRC Section 6223) of the JV (the “Tax Matters Person”). Each Member by the execution of this Agreement consents to such designation of the Tax Matters Person and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or advisable to evidence such consent. The JV shall indemnify and reimburse the Tax Matters Person for all expenses, including legal and accounting fees, claims, liabilities, losses and damages, incurred in connection with the exercise of the duties of the Tax Matters Person. The Tax Matters Person may (w) extend the period of limitations for any tax year for federal, state, local or foreign income tax purposes, (x) subject to the provisions and limitations of this Section 14.6, including but not limited to Section 14.6(d), enter into any settlement agreement that is binding upon the Members with respect to the determination of the JV items of income, gain, loss, or deduction at the JV level, (y) file a petition under IRC Section 6226(a) for the readjustment of those JV items, (z) appeal any judicial decision with respect to any JV item, in each case without consulting with the other Members, and (aa) with respect to times on or after the effective date of IRC Section 6223, subject to the provisions and limitations of this Section 14.6, make any election under the IRC, including causing the JV to elect the application of IRC Section 6226. ​ ​ (d) Notwithstanding the foregoing provisions of this Section 14.6 or any other provision of this Agreement: (i) any material elections under the IRC or the IRC regulations or the settlement of any material tax audit or examination shall require the...
Sample 1
AutoNDA by SimpleDocs
Tax Status and Reports 
Sample 1Sample 2

Related to Tax Status and Reports

  • Tax Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

  • Annual Tax Information and Report Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.

  • Filings and Reports (a) Each year during the term of the Fee Agreement, the Company and any Sponsor Affiliates shall deliver to the County, the County Auditor, the County Assessor and the County Treasurer a copy of their most recent annual filings with the Department with respect to the Project, not later than thirty (30) days following delivery thereof to the Department. (b) The Company shall cause a copy of this Fee Agreement, as well as a copy of the completed Form PT-443 of the Department, to be filed with the County Auditor and the County Assessor, and to their counterparts in the partner county to the MCIP Agreement, the County Administrator and the Department within thirty (30) days after the date of execution and delivery of this Fee Agreement by all parties hereto. (c) Each of the Company and any Sponsor Affiliates agree to maintain complete books and records accounting for the acquisition, financing, construction, and operation of the Project. Such books and records shall (i) permit ready identification of the various Phases and components thereof; (ii) confirm the dates on which each Phase was placed in service; and (iii) include copies of all filings made by the Company and any such Sponsor Affiliates in accordance with Section 3.03(a) or (b) above with respect to property placed in service as part of the Project.

  • Tax Returns and Reports The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor's expense, and file all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder the appropriate Internal Revenue Service form required to be provided on such form. The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Trustees shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities.

  • Payments and Reports All payments and reports due hereunder shall be made on or before the day such payments and reports are due. Nothing in this paragraph shall be construed to extend the expiration of the primary term hereof. Oil royalty payments and supporting documents shall be submitted prior to the last day of the month following each month's sale of production, and gas royalty payments and supporting documents shall be submitted prior to the last day of the second month following each month's sale of production. All payments shall be made by cash, check, certified check, or money order. Payment having restrictions, qualifications, or encumbrances of any kind whatsoever shall not be accepted by Lessor. A penalty for a late payment shall be charged as set forth in the PENALTIES paragraph herein.

  • Information and Reporting The Adviser shall provide the Trust and its respective officers with such periodic reports concerning the obligations the Adviser has assumed under this Agreement as the Trust may from time to time reasonably request.

  • Information and Reports A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser. B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

  • STATEMENTS AND REPORTS Section 4.01 Distributions................................................. Section 4.02

  • Notice and Reports The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Revolving Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding.

  • Inspections and Reports 2.1 The department may inspect, in the manner and at reasonable times it considers appropriate, all the contractor's facilities and activities under this contract. 2.2 The contractor shall make progress and other reports in the manner and at the times the department reasonably requires.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!