Examples of PC Corp in a sentence
Pursuant to the articles of incorporation of PC Corp, Captor may, from time to time, exchange its Class B Common Shares for Class B Subordinate Voting Shares of MedMen Enterprises on a one-for-one basis (the “Subordinate Voting Shares”).
Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of PC Corp for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, PC Corp shall provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”).
Except as otherwise provided herein, and except as provided in Article IX of the LLC Agreement, PC Corp shall have full responsibility for, and sole discretion over, all tax matters concerning the Company, including without limitation in each case, the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes.
The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on PC Corp and the Members and may be entered and enforced in any court having competent jurisdiction.
Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by PC Corp, subject to adjustment or amendment upon resolution.
A Member shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a Member have the right to enforce the rights or obligations of any other Person hereunder (other than PC Corp).
PC Corp may not assign any of its rights or obligations under this Agreement to any Person without Supermajority Member Approval (and any purported assignment without such approval shall be null and void).
For the avoidance of doubt, the deduction for the amount of Imputed Interest as determined with respect to any Net Tax Benefit payable by PC Corp to a Member shall be excluded in determining the Hypothetical Tax Liability of PC Corp for purposes of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.
No provision of this Agreement may be amended unless such amendment is approved in writing by PC Corp and made with Supermajority Member Approval.
All calculations and determinations made hereunder, including, without limitation, any Basis Adjustments, the Schedules, and the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies or positions taken by PC Corp and the Company on their respective Tax Returns.