EDG LLC definition
Examples of EDG LLC in a sentence
Unless there is a Determination to the contrary, Partnership and Edgen agree to report, and Edgen agrees to cause its subsidiaries and EDG LLC to report, for all U.S. federal, state and local income and franchise Tax purposes all Tax–related items relating to this Agreement (including without limitation the Basis Adjustments, Imputed Interest and each Tax Benefit Payment) in a manner consistent with the Tax Benefit Schedules, the Amended Tax Benefit Schedules and the terms of this Agreement.
At the time Edgen delivers the Exchange Basis Schedule to Partnership, it shall (x) deliver to Partnership work papers providing reasonable detail regarding the preparation of the Exchange Basis Schedule and an Advisory Firm Letter supporting such Exchange Basis Schedule and (y) allow Partnership reasonable access to the appropriate representatives at Edgen and its Subsidiaries, EDG LLC, and the Advisory Firm in connection with its review of such schedule.
Edgen shall cause its Subsidiaries and EDG LLC similarly to cooperate with Partnership and to furnish non-privileged information, documents and other materials in response to Partnership’s reasonable requests as provided in this Section 5.03.
Except as otherwise provided herein, Edgen shall have responsibility for, and discretion over, all Tax matters concerning Edgen and EDG LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.
In addition, Edgen and EDG LLC shall cause any subsidiary (including any subsidiaries acquired after the date hereof) of EDG LLC treated as a partnership for U.S. federal income Tax purposes to make an election under Section 754 of the Code for each Taxable Year in which any Taxable Exchange occurs.
The determinations of the Expert pursuant to this Section 5.04 shall be binding on Edgen and its subsidiaries (and Edgen shall cause EDG LLC to honor them) and Partnership.
EDG LLC shall contribute all of the capital stock of EMC to EM Holdings.
EDG LLC shall be deemed to return the BL Restricted Units to B&L and B&L shall cancel the BL Restricted Units.
At the time Edgen delivers the Tax Benefit Schedule to Partnership it shall (i) deliver to Partnership work papers providing reasonable detail regarding the preparation of the Tax Benefit Schedule and an Advisory Firm Letter supporting such Tax Benefit Schedule and (ii) allow Partnership reasonable access to the appropriate representatives at Edgen and its Subsidiaries, EDG LLC, and the Advisory Firm in connection with its review of such schedules.
From and after the Closing, Edgen Group shall reimburse each of ▇▇ ▇▇ LP and B&L for all reasonable accounting, legal, tax reporting, franchise tax, administrative and general operating and overhead costs and expenses incurred in connection with its investment in Edgen Group and EDG LLC (to the extent not directly incurred by Edgen Group or a subsidiary of Edgen Group).