Tax Procedures. (a) With respect to any period in which (x) Pinnacle has made or will make an election to be taxed as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”) or (y) Pinnacle is a “qualified REIT subsidiary” (within the meaning of Section 856 of the Code) of a REIT (such other REIT, the “Parent REIT”), notwithstanding any other provisions in this Agreement, any payments to be made by OpCo to the Pinnacle Group pursuant to Section 5.2 or Section 5.4 for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of Pinnacle or the Parent REIT for purposes of the requirements of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”) for any period in which Pinnacle or the Parent REIT has made any election to be taxed as a REIT, with such determination to be set forth in an opinion of outside tax counsel selected by Pinnacle or the Parent REIT, which opinion shall be reasonably satisfactory to Pinnacle or the Parent REIT plus (ii) such additional amount that is estimated can be paid to Pinnacle or the Parent REIT in such taxable year without causing Pinnacle or the Parent REIT to fail to meet the Specified REIT Requirements, determined (x) as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code (“Qualifying Income”) and (y) by taking into account any other payments to Pinnacle or the Parent REIT during such taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent tax accountants to Pinnacle or the Parent REIT, and (B) submitted to and approved by Pinnacle’s or the Parent REIT’s outside tax counsel, and (iii) in the event that Pinnacle or the Parent REIT receives a ruling from the IRS to the effect that Pinnacle or the Parent REIT’s receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or would be excluded from gross income of Pinnacle or the Parent REIT for purposes of the Specified REIT Requirements, the aggregate payments otherwise required to be made pursuant to Section 5.2 or Section 5.4 (determined without regard to this Section 5.6(a)) less the amount otherwise previously paid under clauses (i) and (ii) above.
Tax Procedures. 1. The Ceding Company and the Pool hereby enter into an election under Treasury Regulations Section 1.848-4(g)(8) whereby:
Tax Procedures. (a) With respect to any period in which MGP has made or will make an election to be taxed as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”), notwithstanding any other provisions in this Agreement, any payments to be made by any member of the MGM Group to any member of the MGP Group pursuant to Sections 6.3, 6.4 or 6.5 for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of MGP for purposes of the requirements of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”) or would constitute income described in Sections 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code (“Qualifying Income”), with such determination to be set forth in an opinion of outside Tax counsel selected by MGP, which opinion shall be reasonably satisfactory to MGP, plus (ii) such additional amount that is estimated can be paid to MGP in such Taxable year without causing MGP to fail to meet the Specified REIT Requirements, determined (x) as if the payment of such amount did not constitute Qualifying Income and (y) by taking into account any other payments to MGP during such Taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent Tax accountants to MGP, and (B) submitted to and approved by MGP’s outside Tax counsel, plus (iii) in the event that MGP receives a ruling from the IRS to the effect that MGP’s receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or will not be gross income of MGP for purposes of the Specified REIT Requirements, the aggregate payments otherwise required to be made pursuant to Sections 6.3, 6.4 or 6.5 (determined without regard to this Section 6.7(a)) less the amount otherwise previously paid under clauses (i) and (ii) above.
Tax Procedures. Tax Procedures are contained in the attached Exhibit 9.19.
Tax Procedures. With respect to the LiveWire Employees, the Parties shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements) and for purposes of filing IRS Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate), as described in Revenue Procedure 2004-53.
Tax Procedures. (a) The Purchasers shall be responsible for the filing of all Business Tax Returns and reports of ACI that have not been filed as of the Closing which are due (taking into account extensions) after the Closing and the payment of all Taxes due in respect of such Tax returns, other than Income Taxes in respect of periods ending on or before the Closing Date. For the avoidance of doubt it is understood that the Purchasers shall be responsible for and shall pay all liability for Taxes in respect of the Business for all periods ending before, on, or after the Closing Date other than liability for Income Taxes and Canadian Transfer Taxes in respect of periods ending on or before the Closing Date (and in the case of any period beginning before and ending after the Closing Date, liability for Income Taxes and Canadian Transfer Taxes in respect of the portion of such period through the Closing Date determined on the basis of a closing of the books as of the Closing Date), and EFC and the Parent shall be responsible for and shall pay all liability for Income Taxes and Canadian Transfer Taxes with respect to the Business, and with respect to ACI, in respect to periods through the Closing.
Tax Procedures. 1. MARC will not reimburse the Ceding Company for a share of any such state premium taxes the Ceding Company has to pay.
Tax Procedures. After the Closing, Purchaser and Seller shall cooperate in the filing of any Tax Returns or other Tax-related forms or reports, to the extent such filing requires providing each other with necessary records and documents relating to the Business (including the Transferred Assets and the Assumed Liabilities) or providing access to employees. Seller and Purchaser shall cooperate in the same manner in defending or resolving any Tax audit, examination or Tax-related litigation.
Tax Procedures. While any Series A Preferred Units are outstanding, -------------- the General Partner shall (i) maintain the controls and procedures designed to ensure REIT compliance as set forth in Section 3.19 of the Securities Purchase Agreement, and (ii) within a reasonable period of time prior to consummation of any acquisition, disposition or other extraordinary corporate transaction, deliver to holders of the Series A Preferred Units, any summary of the material terms and an analysis of the federal and state tax implications of such transaction delivered to any member of the General Partner's Board of Directors.
Tax Procedures. 1. REINSURER will not reimburse the Ceding Company for any share of state premium taxes the Ceding Company has to pay.
