PC Corp definition
Examples of PC Corp in a sentence
The Parties acknowledge and agree that (A) each Redemption shall be treated for U.S. federal income tax purposes as a direct purchase of Common Units by the Company (or PC Corp followed by a corresponding contribution to the Company by PC Corp) from the applicable Member pursuant to Section 707(a)(2)(B) of the Code and (B) each Exchange will give rise to Basis Adjustments.
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).
Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank account previously designated by such Members or as otherwise agreed by PC Corp and such Members.
Notwithstanding the foregoing, in the event that PC Corp breaches this Agreement and such breach is not a material breach of a material obligation, a Member shall still be entitled to enforce all of its rights otherwise available under this Agreement, including potentially seeking an acceleration of amounts payable under this Agreement.
The obligations of a Member hereunder are solely for the benefit of, and shall be enforceable solely by, PC Corp.
To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the Members and PC Corp shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations.
Subject to the terms and conditions of this Agreement, in its capacity as Partnership Representative, the PC Corp shall have the authority to prepare the tax returns of the Company using such permissible methods and elections as it determines in its reasonable discretion, including the use of any permissible method under Section 706 of the Code for purposes of determining the varying Company Interests of its Members.
The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by PC Corp except as provided in the next sentence.
For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from a Member Advisory Firm referenced in clause (i) above shall be borne solely by the relevant Member and neither PC Corp nor the Company shall have any liability with respect to such letter or any of the expenses associated with its preparation and delivery.
A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp.