Xxx Matters. For purposes of this Article 24, the term Seller shall mean Seller and its Affiliates, and the term “Party”, when used in reference to Seller, shall mean Seller and, as applicable, ProjectCo and any Affiliates of the foregoing.
Xxx Matters. (a) The Parties shall cooperate fully, as reasonably requested by each other Party, in connection with the filing of Tax Returns as contemplated by Section 4.3(a) and any audit or other proceeding with respect to the Purchased Assets or the Business. Sellers and Owner agree to retain all books and records with respect to Tax matters pertinent to the Purchased Assets or the Business relating to any taxable period beginning before the Closing until the expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing authority.
Xxx Matters. (a) Subject to Article XI, Section 11.02(f), the Directors shall have the exclusive power, authority and responsibility with respect to the Company and the Series regarding (i) preparation and filing of tax returns; (ii) providing reports to the Shareholders regarding tax information necessary to the filing of their respective tax returns; (iii) making any and all available elections with respect to the tax treatment of the Series and their investments; (iv) representing the Series before the Internal Revenue Service and/or any state or local taxing authority and exercising the powers and authorities of a tax matter partner under the Code with respect to the Series' partnership tax returns; (v) exercising such responsibility as may be imposed by law with respect to withholding from a Shareholder's share of income or distributions; (vi) providing to the accountants of the Series such instructions regarding allocations of realized income, gains and the Series such instructions regarding allocation of realized income, gains and losses as may be necessary or appropriate to assure compliance with applicable provisions of the Code and Treasury Regulations; and (vii) any and all other tax matters.
Xxx Matters. (a)Except as set forth in Section 3.13(a) of the GC Disclosure Schedule, (i) GC and each of the GC Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Legal Requirements, (ii) to the Knowledge of GC, all such Tax Returns were correct and complete in all material respects and have been prepared in material compliance with all applicable Legal Requirements, (iii) neither GC nor any of the GC Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return, and (iv) no claim has ever been made by an authority in a jurisdiction where GC or any of the GC Subsidiaries do not file Tax Returns that such company is subject to taxation by that jurisdiction.
Xxx Matters. (a)Upon request, the Investor will provide the Issuer with any required waiver of local privacy laws that could otherwise prevent disclosure of information to the Internal Revenue Service (the “IRS”) for purposes of Chapter 3, Chapter 4, or Chapter 61 of the Code, and any other documentation required to establish an exemption from, or reduction in, withholding tax or to permit the Issuers to comply with information reporting requirements pursuant to Chapter 3, Chapter 4, or Chapter 61 of the Code. The Investor will (x) provide written notice to the Issuer within ten (10) days of any change in the Investor’s U.S. tax or withholding status, and (y) execute properly and provide to the Issuer, within ten (10) days of written request by the Issuer, any other tax documentation that may be reasonably requested by the Issuer in connection with the operation of the Issuer, including without limitation any document requested by the Issuer in order to comply with Section 1471 through 1474 of the Code (“FATCA”) or establish an exemption or reduction in withholding under FATCA (if applicable).
Xxx Matters. 13 SECTION 2.12.
Xxx Matters. 45 0.00.Xxxxxxxxx.................................................46 5.15.
Xxx Matters. 5 2.12.Agreements Affecting the Company's Capital Stock................................................... 5 2.13.Patents, Trademarks, Proprietary Rights............................................................ 5 2.14.
Xxx Matters. All applicable federal, state or local payroll, withholding, income or other taxes are the sole and absolute responsibility of Participant.
Xxx Matters. All transfer, documentary, sales, use, stamp, registration and other such taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Seller when due, and Seller will, at its own expense, file all necessary tax returns and other documentation with respect to all such taxes, fees and charges.
