Tax Xxxxxxx. Xx the extent that the federal income tax basis of an asset is allocated to the Members in accordance with the Regulations promulgated under § 46 of the Code, any tax credit attributable to such tax basis will be allocated to the Members in the same ratio as such tax basis. With respect to any other tax credit, to the extent that a Company expenditure gives rise to an allocation of loss or deduction, any tax credit attributable to such expenditure will be allocated to the Members in the same ratio as such loss or deduction. Consistent principles will apply in determining the Members’ interests in tax credits that arise from taxable or non-taxable receipts of the Company. All allocations of tax credits will be made as of the time such credit arises. Any recapture of a tax credit will be allocated, to the extent possible, to the Members in the same manner as the tax credit was allocated to them. Except as otherwise specifically provided in the § 704(b) Regulations (such as the adjustments required when there is an upward or downward adjustment in the tax basis of investment credit property), allocations of tax credits and their recapture will not be reflected by any adjustment to Capital Accounts.
Tax Xxxxxxx. Xx has filed all Tax returns which are required to be filed and has paid all Taxes which have become due pursuant to such returns or pursuant to any 190695 v4 assessment received by it, except any such Taxes which are being contested in good faith and by proper proceedings and for which adequate reserves have been maintained (and no Liens (except Permitted Encumbrances) have attached).
Tax Xxxxxxx. Xxx Returns. Purchaser shall prepare, or cause to be prepared, and timely file, or cause to be timely filed (in a manner consistent with practices followed in prior taxable periods except as required by applicable Law), all Tax Returns related to the Company, and its assets and business operations. Purchaser shall deliver to Seller, for its review and approval (which shall not be unreasonably withheld, conditioned or delayed), a draft of any such Tax Return (together with all supporting documentation and workpapers) at least twenty (20) days before the date on which such Tax Return is required to be filed, or as soon as reasonably possible if such Tax Return is required to be filed within ninety (90) days following the Closing Date.
Tax Xxxxxxx. (a) The Acquiror is a corporation whose sole shareholder is Weatherford.
(b) It is the intention of Weatherforx xx xxxxx the Company to continue at least one significant xxxxxxxx xusiness line of the Company, or to use at least a significant portion of the Company's historic business assets in a business, in each case within the meaning of Treas. Reg. Section 1.368-1(d).
(c) After the transaction, neither Weatherford nor the Acquiror (or any related person under Treas. Reg. Xxxxxxx 0.368-1(e)(3)) has any plan or intention, and will not knowingly, redeem or otherwise reacquire Weatherford Shares from Tulsa or a Shareholder, except for the return xx xxx Xxxrowed Shares.
(d) The Acquiror has no plan or intention to sell or otherwise dispose of the Company or its assets, except for (i) dispositions made in the ordinary course of business, (ii) transfers described in Code Section 368(a)(2)(C), or (iii) transfers to any entity disregarded as an entity separate from the Acquiror for federal income tax purposes under Treas. Reg. Section 301.7701-2(c)(2).
(e) Neither Weatherford nor the Acquiror is an investment company within the meanxxx xx Xxxx Section 368(a)(2)(F)(iii) and (iv).
(f) There is no indebtedness between Tulsa or the Company on the one hand, and Weatherford and the Acquiror on the other, that will be settled at a xxxxxxxx.
(g) Weatherford and the Acquiror shall each pay their own costs of the trxxxxxxxxx xereunder.
Tax Xxxxxxx. Xx tax liens are currently in effect against any of the assets of any Group Companies (except for tax liens not yet delinquent). Since their respective date of incorporation, no Group Companies has incurred any taxes, assessments or governmental charges other than in the ordinary course of business. To the Knowledge of the Company, no written claim has ever been made by a Governmental Authority in a jurisdiction where the Group Companies do not file tax returns that any of the Group Companies is or may be subject to taxation by that jurisdiction. Any preferential tax treatment enjoyed by any Group Companies on or prior to the Closing Date has been in compliance with all applicable Laws except where any non-compliance will not have a Material Adverse Effect.
Tax Xxxxxxx. All tax returns and reports of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. reqxxxxx xx law to be filed have been xxxxx xnd are true, complete and correct, and any taxes payable in accordance with any return filed by WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. or xx xxxxxdance with any notice of axxxxxxxxt or reassessment issued by any taxing authority have been so paid;
Tax Xxxxxxx
