F hereof Clause Samples

F hereof. Within five business days of its receipt, the Tax Matters Member shall give written notice to the other Member of the receipt of any written notice relating to a controversy or related proceeding which has a material adverse effect on the other Member with the Internal Revenue Service or any state or local taxing authority, including, without limitation, (A) written notice that the Internal Revenue Service or any state or local taxing authority intends to examine the Company's income tax returns for any year; (B) written notice of commencement of an administrative proceeding at the Company level related to the Company under section 6223 of the Code; (C) written notice of any final Company administrative adjustment relating to the Company pursuant to a proceeding under section 6223 of the Code; (D) any request from the Internal Revenue Service or any comparable state or local taxing agency for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Company; (E) any information document requests from the Internal Revenue Service or any other taxing authority, and (F) any Form 5701 or comparable state or local audit adjustment notices. Within ninety (90) days after receipt of notice of a final Company administrative adjustment, the Tax Matters Member shall notify each Member if it does not intend to file for judicial review with respect to such adjustment.

F hereof. The purchase of all or any portion of a Formation Partner's Partnership Interest by the Non-Selling Partner pursuant to this Right of First Refusal shall be consummated at a closing that shall occur at the principal business office of the Partnership within twenty (20) Business Days following the Non-Selling Partner's notification to the Selling Partner of the Non-Selling Partner's election to exercise its Right of First Refusal, or at such other place or time as may be mutually acceptable to the parties. At such closing, the Selling Partner shall Transfer the Partnership Interest being purchased, free and clear of all liens, claims, encumbrances (other than as a result of this Agreement or the Master Agreement) and defects in title and duly endorsed for Transfer to the appropriate purchaser and, in exchange therefor, the purchaser of such Partnership Interest shall pay the purchase price at such closing by bank wire transfer of immediately available funds to a bank account designated in writing by the Selling Partner at least three Business Days prior to such closing.

F hereof. 7. The Class Settlement Fund shall be a “Qualified Settlement Fund” within the meaning of Treasury Regulation Section 1.468B-1, and the Defendants and the Settlement Administrator agree to treat the Class Settlement Fund as being at all times a “Qualified Settlement Fund.” The Defendants and Settlement Administrator shall timely make such elections, file such returns and take all other actions as are necessary (i) to comply with and satisfy the requirements of Section 468B of the Internal Revenue Code of 1986, as amended (“IRC”), and Treasury Regulation Sections 1.468B-1 through 1.468B-5, and (ii) to ensure that the Class Settlement Fund constitutes and is treated as a “Qualified Settlement Fund”. Settlement Administrator agrees to make the “relation-back election” (as defined in Treasury Regulation Section 1.468B-1) back to the earliest permitted date. The elections and other actions referenced in this Section II.C.7 shall be made in compliance with the procedures and requirements contained in Treasury Regulation Sections 1.468B-1 through 1.468B-5. For the purposes of IRC Section 468B and the regulations promulgated thereunder, the “settlement administrator” shall be Settlement Administrator. Settlement Administrator has obtained an “employer identification number” for the Class Settlement Fund and shall timely and properly file all information and other tax returns necessary or advisable with respect to the Class Settlement Fund (including during the time that it is in the Class Escrow Account, and including, without limitation, the returns described in Treasury Regulation Sections 1.468B-2(k) and (l). All such returns (as well as the elections), shall reflect that all federal and state taxes (including any interest or penalties) arising with respect to the income earned by the Class Settlement Fund (including during the time that it is in the Class Escrow Account) shall be paid out of the Class Settlement Fund, and, during the time that the Class Settlement Fund is in the Class Escrow Account, the Settlement Administrator is authorized to instruct the Class Escrow Agent to make disbursements therefrom to the Settlement Administrator as necessary to timely pay all such taxes. Settlement Administrator shall prepare and deliver, timely and properly, the necessary documentation for signature by all necessary parties and thereafter shall cause the appropriate elections and filings to occur.