Xxx Matters. For purposes of this Article 24, the term Seller shall mean Seller and its Affiliates, and the term “Party”, when used in reference to Seller, shall mean Seller and, as applicable, ProjectCo and any Affiliates of the foregoing.
Xxx Matters. (a) The Parties shall cooperate fully, as reasonably requested by each other Party, in connection with the filing of Tax Returns as contemplated by Section 4.3(a) and any audit or other proceeding with respect to the Purchased Assets or the Business. Sellers and Owner agree to retain all books and records with respect to Tax matters pertinent to the Purchased Assets or the Business relating to any taxable period beginning before the Closing until the expiration of the statute of limitations of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing authority.
Xxx Matters. Each of the Department and the Conduit hereby agree to treat this Agreement (and all amounts paid or accrued hereon) as consisting of an agreement solely by and between the Department and the Funding Note Issuers for all U.S. federal, state and local income and franchise tax purposes and shall take no position inconsistent therewith, unless otherwise required by law.
Xxx Matters. (a)Except as set forth in Section 3.13(a) of the GC Disclosure Schedule, (i) GC and each of the GC Subsidiaries has timely filed all income Tax Returns and other material Tax Returns that they were required to file under applicable Legal Requirements, (ii) to the Knowledge of GC, all such Tax Returns were correct and complete in all material respects and have been prepared in material compliance with all applicable Legal Requirements, (iii) neither GC nor any of the GC Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return, and (iv) no claim has ever been made by an authority in a jurisdiction where GC or any of the GC Subsidiaries do not file Tax Returns that such company is subject to taxation by that jurisdiction.
Xxx Matters. 45 0.00.Xxxxxxxxx.................................................46 5.15.
Xxx Matters. All transfer, documentary, sales, use, stamp, registration and other such taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Seller when due, and Seller will, at its own expense, file all necessary tax returns and other documentation with respect to all such taxes, fees and charges.
Xxx Matters. Except as set forth on Section 4.12 of the Company Disclosure Schedule, as of the date hereof:
Xxx Matters. 13 SECTION 2.12.
Xxx Matters. (a) Subject to Article XI, Section 11.02(f), the Directors shall have the exclusive power, authority and responsibility with respect to the Company and the Series regarding (i) preparation and filing of tax returns; (ii) providing reports to the Shareholders regarding tax information necessary to the filing of their respective tax returns; (iii) making any and all available elections with respect to the tax treatment of the Series and their investments; (iv) representing the Series before the Internal Revenue Service and/or any state or local taxing authority and exercising the powers and authorities of a tax matter partner under the Code with respect to the Series' partnership tax returns; (v) exercising such responsibility as may be imposed by law with respect to withholding from a Shareholder's share of income or distributions; (vi) providing to the accountants of the Series such instructions regarding allocations of realized income, gains and the Series such instructions regarding allocation of realized income, gains and losses as may be necessary or appropriate to assure compliance with applicable provisions of the Code and Treasury Regulations; and (vii) any and all other tax matters.
Xxx Matters. All applicable federal, state or local payroll, withholding, income or other taxes are the sole and absolute responsibility of Participant.
