Certain Tax and Accounting Matters. The Members intend that the Company shall be taxed as a partnership for federal and state income tax purposes and shall not take any action that may result in the Company being taxed as other than a partnership for such purposes. Each and all of the provisions of Exhibit B annexed hereto and made a part hereof are incorporated herein and shall constitute part of this Agreement. Exhibit B provides for, among other matters, the maintenance of Capital Accounts, the allocation of profits and losses, and the maintenance of books and records.
Certain Tax and Accounting Matters. File or consent to the filing of any consolidated income tax return with any Person other than a Subsidiary; make any significant change in accounting treatment or reporting practices, except as may be required by GAAP; or establish a fiscal year different from the Fiscal Year.
Certain Tax and Accounting Matters. During the period from the date of this Agreement to the Effective Time:
Certain Tax and Accounting Matters. The Partnership shall file an Internal Revenue Service Form 8832 (Entity Classification Election) and elect to be classified as a corporation for federal tax purposes under Treasury Regulation Section 301.7701-3 (the “Corporation Election”). For those jurisdictions that do not give effect to the Corporation Election, the Partnership shall establish and maintain Partner capital accounts, allocate Profits and Losses, and address tax and accounting matters in accordance with the provisions of Exhibit A. hereunto annexed and made a part hereof, which provisions are incorporated herein and shall constitute part of this Agreement.
Certain Tax and Accounting Matters. It shall not, either before or ---------------------------------- after the consummation of the Merger, take any action that would prevent the Merger from qualifying as a tax-free reorganization under Section 368 of the Code.
Certain Tax and Accounting Matters. The Partners intend that the Partnership shall be taxed as a partnership for federal and state income tax purposes and shall not take any action that may result in the Partnership being taxed as a corporation for such purposes. Each and all of the provisions of Exhibit B annexed hereto and made a part hereof are incorporated herein and shall constitute part of this Agreement. Exhibit B provides for, among other matters, the maintenance of Capital Accounts, the allocation of profits and losses, and the maintenance of books and records.
Certain Tax and Accounting Matters. 46 5.9 AGREEMENT REGARDING CERTAIN REVENUES AND EXPENSES............... 48 5.10 ARTICLES OF INCORPORATION AND BYLAWS............................ 48 5.11
Certain Tax and Accounting Matters. (a) TAXABLE PERIODS ENDING ON OR BEFORE THE CLOSING DATE. Mercury shall be solely liable for all Taxes of Mercury Sub due for all taxable years and periods ending on or before the Closing Date. Mercury shall cause to be prepared and duly filed all federal income tax returns and all other tax returns required to be filed by or with respect to the Mercury Sub for all taxable years and periods ending on or before the Closing Date. Mercury shall pay all Taxes shown to be due on such tax returns for all periods covered by such returns. Mercury warrants that Mercury Sub has not and will not file, and is not eligible for filing a consolidated federal income tax return with Mercury or any affiliated group of which Mercury is a member for any taxable years and periods ending on or before the Closing Date. MSR will prepare and file all federal income tax returns and all other returns required to be filed by or with respect to MSR and the MSR Subsidiaries for all taxable years ending on or before the Closing Date. MSR's taxable year will end for federal income tax purposes on the date of its redomestication in Delaware. MSR shall be liable for all Taxes shown to be due on such returns for the periods covered thereby, except to the extent previously paid or shown as a reserve on its Financial Statements.
Certain Tax and Accounting Matters. During the period from the date of this Agreement to the Effective Time, except as required by applicable Tax Law or with Parent’s prior written consent, neither the Company nor any of its Subsidiaries will (A) file any material amended Tax Return or give or request any waiver of a statute of limitation with respect to any Tax Return or (B) settle or compromise any suit, claim, action, investigation, proceeding or audit pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of Tax or enter into any material closing agreement that could materially adversely affect Parent’s Tax liability or (C) make, change or revoke any material Tax election or change any annual Tax accounting period.
Certain Tax and Accounting Matters. (a) Seller shall pay all sales, use, transfer, real property transfer, recording, gains, stock transfer and other similar taxes and fees, including, without limitation, any New York State Gains Tax (collectively, "Transfer Taxes") arising out of or in connection with the sale of the MZCG Shares, the transfer of ownership of MZCG, and the transfer by Glade to the LLC of its assets, following the Closing, and Xxxx hereby agrees to indemnify, defend and hold harmless MZCG, the LLC, the HMG Member, Buyer and HMG on an after-Tax basis with respect to all such Transfer Taxes. Seller shall pay all income Taxes imposed on him in connection with the sale of the MZCG Shares to Buyer and/or the transfer of substantially all of the assets of Glade to the LLC. Seller shall also notify all Employees of the potential tax consequences of the issuance to them of their respective Employee Shares by delivery to each Employee of a copy of Exhibit 6.8(a). Upon delivery to each Employee of such Exhibit, Seller shall obtain the signature of such Employee to an additional copy thereof, date the same and deliver such signed copy to Buyer and HMG at the Closing. Seller shall file all necessary documentation and Returns with respect to such Transfer Taxes.
