Tax Procedures Clause Samples
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.
(b) OpCo shall place the full amount of any payments otherwise to be made by OpCo pursuant to Section 5.2 or Section 5.4 in a mutually agreed escro...
Tax Procedures. 1. The Ceding Company and the Pool hereby enter into an election under Treasury Regulations Section 1.848-4(g)(8) whereby:
a. For each taxable year under this reinsurance agreement, the party with net positive consideration, as defined in the regulations promulgated under Treasury Code Section 848, will capitalize specified policy acquisition expenses with respect to this reinsurance agreement without regard to the general deductions limitation of Section 848(c)(1).
b. The Ceding Company and the Pool agree to exchange information pertaining to the amount of net consideration for all reinsurance agreements in force between them to ensure consistency for purposes of computing specified policy acquisition expenses.
c. This election shall be effective as of the beginning of the taxable year, which includes the effective date of this Agreement and shall remain in effect for all subsequent taxable years for which this Agreement remains in effect.
2. The Pool will not reimburse the Ceding Company for any premium taxes.
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. 1. REINSURER will not reimburse the Ceding Company for any share of state premium taxes the Ceding Company has to pay.
2. The Ceding Company and REINSURER hereby agree to the following pursuant to Section 1.848 -2(g)(8) of the Income Tax Regulations issued December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended. This election shall be effective for 1991 taxable year for all amounts of consideration arising after November 14, 1991 and for all subsequent taxable years for whaich this agreement remains in effect.
a. The term “party” will refer to either the Ceding Company or REINSURER as appropriate.
b. The terms used in this article are defined by reference to Treasury Regulation Section 1.848-2 in effect as of December 29, 1992. The term “net consideration” will refer to either net consideration as defined in Treasury Reg. Section 1.848-2(f) or “gross premium and other consideration” as defined in Treasury Reg. Section 1.848-3(b) as appropriate.
c. The party with net positive consideration for this agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this agreement without regard to the general deductions limitation of IRC Section 848(c)(1).
d. The Ceding Company and REINSURER agree to exchange information pertaining to the amount of net consideration under this Agreement each year to ensure consistency. The Ceding Company and REINSURER also agree to exchange information which may be otherwise required by the IRS.
e. The Ceding Company will submit a schedule to REINSURER by June 1 of each year of its calculation of the net consideration for the preceding calendar year. This schedule of calculations will be accompanied by a statement signed by an officer of the Ceding Company stating that the Ceding Company will report such net consideration in its tax return for the preceding calendar year.
f. REINSURER may contest such calculation by providing an alternative calculation to the Ceding Company in writing within 30 days of REINSURER’s receipt of the Ceding Company’s calculation. If REINSURER does not so notify the Ceding Company, REINSURER will report the net consideration as determined by the Ceding Company in REINSURER’s tax return for the previous calendar year.
g. If REINSURER contests the Ceding Company’s Calculation of the net consideration, the parties will act in good faith to reach an agreement as to the correct amount within thirty (30) days of the date REINSURER submits ...
Tax Procedures. (a) After Closing, Purchaser shall cause the Company to prepare, or cause to be prepared, and file, or cause to be filed, any tax returns of the Company to be filed after the Closing Date, provided that Purchaser will provide to Seller an opportunity to review and comment on any tax returns to be filed after the Closing Date that include any pre-Apportionment Time taxes and will make such revisions to such tax returns as are reasonably requested by Seller.
(b) The Company shall control any audit of the tax returns of the Company; provided, however, that Purchaser shall cause the Company to obtain the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim if such audit relates to any pre-Apportionment Time taxes; and, provided further, that, at any time, Seller shall be entitled to assume the defense of such claim from the Company and to employ counsel of its choice for such purpose reasonably acceptable to the Company, the fees and expenses of which separate counsel shall be borne solely by Seller. In the case of an audit that relates to a Straddle Period, the costs of such audit shall be apportioned between pre-Apportionment Time and post-Apportionment Time periods to the extent reasonably determinable to such periods, and if not so reasonably determinable, prorated based on the number of days in each period, and the Company and Seller shall each have the right to control such audit.
(c) Seller and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any tax return pursuant to this Section 9.8 or in connection with any audit or other proceeding in respect of taxes of the Company. Such cooperation and information shall include providing copies of relevant tax returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by tax authorities. Seller shall retain all tax returns, schedules and work papers, records and other documents in its possession relating to tax matters of the Company for any taxable period beginning before the Apportionment Time until the expiration of the statute of limitations of the taxable periods to which such tax returns and other documents relate, without regard to extensions except to the extent notified by the other Party in writing of such extensio...
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.
2. Both companies hereby enter into an election under Treasury Regulations Section 1.848-2(g)(8) whereby: [LOGO OF MARC MUNICH RE GROUP]
a. For each taxable year under this agreement, the party with net positive consideration, as defined in Treasury Code Section 848, will capitalize specified policy acquisition expenses with respect to this reinsurance agreement without regard to the general deductions limitation of Section 848(c)(1).
b. Both companies agree to exchange information about the amount of net consideration for all reinsurance agreements in force between them to ensure consistency for purposes of computing specified policy acquisition expenses.
c. This election will be effective as of the beginning of the taxable year that includes the effective date of this agreement. This election will remain in effect for all future taxable years for which this agreement remains in effect.
Tax Procedures. 1. When [ ] does not have to pay state premium taxes on the reinsurance premiums it receives from the Ceding Company, it will reimburse the Ceding Company for its share of any such taxes the Ceding Company has to pay. The reimbursement percentage will be [ ].
2. Both companies hereby enter into an election under Treasury Regulations Section 1.848-2(g)(8) whereby: 3 --------------------------------------------------------------------------------
a. For each taxable year under this agreement, the party with net positive consideration, as defined in Treasury Code Section 848, will capitalize specified policy acquisition expenses with respect to this reinsurance agreement without regard to the general deductions limitation of Section 848(c)(1).
b. Both companies agree to exchange information about the amount of net consideration for all reinsurance agreements in force between them to ensure consistency for purposes of computing specified policy acquisition expenses.
c. This election will be effective as of the beginning of the taxable year that includes the effective date of this agreement. This election will remain in effect for all future taxable years for which this agreement remains in effect.
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. 1. MARC will not reimburse the Ceding Company for a share of the state premium taxes the Ceding Company has to pay.
2. Both companies hereby enter into an election under Treasury Regulations Section 1.848-2(g)(8) whereby:
a. For each taxable year under this agreement, the party with net positive consideration, as defined in Treasury Code Section 848, will capitalize specified policy acquisition expenses with respect to this reinsurance agreement without regard to the general deductions limitation of Section 848(c)(1).
b. Both companies agree to exchange information about the amount of net consideration for all reinsurance agreements in force between them to ensure consistency for purposes of computing specified policy acquisition expenses.
c. This election will be effective as of the beginning of the taxable year that includes the effective date of this agreement. This election will remain in effect for all future taxable years for which this agreement remains in effect.