The TRA Parties’ Participation in PubCo Tax Matters Sample Clauses

The TRA Parties’ Participation in PubCo Tax Matters. Except as otherwise provided herein or in the LLC Agreement, PubCo shall have full responsibility for, and sole discretion over, all tax matters concerning PubCo, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes, and certain tax matters concerning GT LLC. Notwithstanding the foregoing, (i) PubCo shall promptly notify the TRA Parties of, and keep the TRA Parties reasonably informed with respect to, the portion of any audit of PubCo or GT LLC by a Taxing Authority the outcome of which is reasonably expected to materially affect any TRA Party’s rights and obligations under this Agreement and (ii) for so long as Amber GT (or any of its Affiliates) is a party to this Agreement, Amber GT (or such Affiliate) shall have the right to participate in and to monitor at its own expense (but not to control) any portion of any audit of PubCo or GT LLC by a Taxing Authority the outcome of which is reasonably expected to materially affect Amber GT’s (or such Affiliate’s) rights and obligations under this Agreement and PubCo shall (A) provide to Amber GT (or such Affiliate) reasonable opportunity to provide information and other input to PubCo and its advisors concerning the conduct of any such portion of such audit and (B) not settle or fail to contest any issue in any such portion of such audit without the prior written consent of Amber GT (or such Affiliate), which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that PubCo shall not be required to take any action in connection with such audit that is inconsistent with any provision of this Agreement or the LLC Agreement. For the avoidance of doubt, to the extent a TRA Party became a party to this Agreement pursuant to Section 7.06, such TRA Party shall not have any right to participate in any audit under this Section 6.01.
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Related to The TRA Parties’ Participation in PubCo Tax Matters

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  • Non-State Agencies Participation in Centralized Contracts New York State political subdivisions and others authorized by New York State law may participate in Centralized Contracts. These include, but are not limited to local governments, public authorities, public school and fire districts, public and nonprofit libraries, and certain other nonpublic/nonprofit organizations. See "Participation in Centralized Contracts" in Appendix B, General Specifications January 2015 22772 Project Based Information Technology Consulting (Statewide). Upon request, all eligible non-State agencies must furnish Contractors with the proper tax exemption certificates and documentation certifying eligibility to use State contracts. Questions regarding an organization's eligibility to purchase from New York State Contracts may also be directed to OGS Customer Services at 000-000-0000.

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