Partnership Tax Matters. In the event of any Tax audit or assessment with respect to an item on a Tax Return for any Pre-Closing Tax Period (or pre-Closing portion of any Straddle Period) of the Company, Management Holdings, Opco or any other entity treated as a partnership for U.S. federal income tax purposes in which Opco owns an interest, the Parties hereto (as applicable) shall, unless otherwise agreed to in writing by the Parties, cause an election to be made under Section 6226(a) of the Code (or any comparable provision of applicable state, local or foreign Law) with respect to any such Tax Return (or item) and shall take any action necessary to effectuate such an election. The Parties shall allocate the taxable income of the Company and Management Holdings for the taxable year of the Closing using the interim closing of the books method under Section 706 of the Code and the Treasury Regulations promulgated thereunder as of the end of the Closing Date.
Partnership Tax Matters. The General Partner is designated as the tax matters partner for the Partnership for federal, state and local purposes, pursuant to Section 6231(a)(7) of the Code and in similar provisions in state and local law. The General Partner shall have authority to make such elections (including but not limited to making an election under Section 754 of the Code and selecting any reasonable method to allocate income pursuant to Section 704(c) of the Code), take such actions and enter into such agreements on behalf of the Partners as is permitted by law or the Regulations. Any expense incurred by the Partnership in contesting with the Internal Revenue Service or any state income tax authorities any change in Income or Loss or the allocation of Income or Loss to any Partner shall be an expense of the Partnership.
Partnership Tax Matters. As of the Closing Date, each of TWE and TWEAN will be treated as a partnership for federal income tax purposes, and not as a publicly traded partnership within the meaning of Section 7704 of the Code.
Partnership Tax Matters. 14 10. CONDEMNATION........................................................15
Partnership Tax Matters. (a) The parties intend to treat the purchase of the Partnership Interests as an event which causes the termination of the Partnership for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code and which causes a termination of the Partnership for state and local tax purposes to the extent permitted under applicable law. In connection with such termination, the Partnership will compute items of income, gain, deduction, loss and other relevant partnership items for federal income tax purposes by causing an interim closing of the Partnership's books in the manner described in Treas. Reg. ss. 1.706-1(c)(2)(ii). The Partnership will file (i) a federal income tax return for the short taxable year ending on the date of Settlement, reporting the items through the interim closing of the Partnership's books, and (ii) a federal income tax return for the short taxable year commencing after the date of Settlement and ending on the last day of the taxable year.
Partnership Tax Matters. (a) The General Partner shall cause to be prepared and timely filed all tax returns required to be filed for the Partnership. The Partnership intends to be treated as a partnership for U.S. Federal income tax purposes and will not make any election inconsistent therewith. The General Partner may, in its discretion, make, or refrain from making, any other income or other tax elections for the Partnership that it deems necessary or advisable, including an election pursuant to Section 754 of the Code. Each Partner shall report partnership items on the Partner’s tax returns in a manner which is consistent with the treatment of such items on the Partnership’s tax returns.
Partnership Tax Matters. (i) The Parties hereto agree to use the interim “closing of the books” method under Section 706 of the Code and the Treasury Regulations thereunder to allocate income, gain, loss, deduction or any other items of the Surviving Company between the Surviving Pubco and the Eligible Symbotic Equityholders for the taxable period that includes the Closing Date.
Partnership Tax Matters. The following provisions only apply to the Company during the time period that the Company is taxed as a partnership.
Partnership Tax Matters. (a) Except as set forth on Exhibit I, the Company has duly and timely --------- filed all information and tax returns and reports with any federal, state, local or foreign governmental taxing authority, body or agency, and all taxes, including without limitation income, gross receipt, sales, use, excise and any other taxes, and any governmental charges, penalties, interest or fines with respect thereto, due and payable by the Company, have been paid, withheld or reserved for in accordance with GAAP or, to the extent they relate to periods on or prior to the date of the financial statements referenced in Section 4.5 hereof (the "Financial Statements"), are reflected as a liability on the Financial Statements in accordance with GAAP.
Partnership Tax Matters. The Parties further acknowledge and agree that following the Closing each Partnership and the General Partner shall make the election provided by Section 754 of the Internal Revenue Code.
