TAX MATTERS 15 Sample Clauses

TAX MATTERS 15. Section 7.1 Allocations 15 Section 7.2 Tax Status and Returns 18 ARTICLE VIII DISSOLUTION, TERMINATION AND LIQUIDATION 19 Section 8.1 Dissolution and Termination 19 Section 8.2 Liquidator 19 Section 8.3 Liquidation of the Company 20 Section 8.4 Cancellation of Certificate of Formation 20 Section 8.5 Return of Contributions 20 Section 8.6 Waiver of Partition 20 ARTICLE IX AMENDMENT OF AGREEMENT 21 Section 9.1 General 21 Section 9.2 Super-Majority Amendments 21 Section 9.3 Amendments to be Adopted Solely by the Manager 21 Section 9.4 Certain Amendment Requirements 22 ARTICLE X MEMBERS’ VOTING POWERS AND MEETING 22 Section 10.1 Voting 22 Section 10.2 Voting Powers 22 Section 10.3 Meetings 22 Section 10.4 Record Dates 23 Section 10.5 Quorum and Required Vote 23 Section 10.6 Action by Written Consent 23 Section 10.7 Proxies 23 ARTICLE XI GENERAL PROVISIONS 23 Section 11.1 Addresses and Notices 23 Section 11.2 Further Action 24 Section 11.3 Binding Effect 24 Section 11.4 Integration 24 Section 11.5 Creditors 24 Section 11.6 Waiver 24 Section 11.7 Counterparts 24 Section 11.8 Applicable Law 24 Section 11.9 Invalidity of Provisions 24 Section 11.10 Consent of Members 24 Section 11.11 Facsimile and Electronic Signatures 24 This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 286 LENOX PARTNERS LLC, is dated as of [_______] __, 2021. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in ‎Section 1.1.
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Related to TAX MATTERS 15

  • Tax Matters Cooperation Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, any claim for a refund of any Tax, and any audit or Tax proceeding. Such cooperation shall include the retention and (upon the other Party’s reasonable request) the provision (with the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Tax Matters Member The Company and each Member hereby designate the Managing Member as the “tax matters partner” for purposes of Code Section 6231(a)(7) (the “Tax Matters Member”).

  • Other Tax Matters 9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Tax Matters Partner A. The General Partner shall be the "tax matters partner" of the Partnership for Federal income tax purposes. Pursuant to Section 6223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profit interest of each of the Limited Partners and Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and Assignees.

  • Tax Matters Person ... Section 5.07 Rights of the Tax Matters Person in Respect of the Trustee... Section 5.08

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • Signature on Returns; Tax Matters Partner (a) The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

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