Examples of SpinCo OP in a sentence
DevCo and DevCo OP shall promptly notify SpinCo in writing upon receipt by DevCo or any member of the DevCo Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which SpinCo or SpinCo OP may be liable under this Agreement or that impacts any portion of a Post-Closing Period.
SpinCo and SpinCo OP shall promptly notify DevCo in writing upon receipt by SpinCo or any member of the SpinCo Group of a written communication from any Taxing Authority with respect to any Tax Contest concerning any Tax Return or otherwise concerning Taxes for which DevCo or DevCo OP may be liable under this Agreement or that impacts any portion of a Straddle Period or Pre-Closing Period.
Upon SpinCo’s or SpinCo OP’s request, SpinCo and SpinCo OP shall be allowed to participate in, but not to control, at SpinCo’s or SpinCo OP”s expense, the handling of any such Tax Contest with respect to any item that may affect SpinCo’s or SpinCo OP’s liability for Taxes pursuant to this Agreement.
Each of DevCo OP and SpinCo OP shall bear fifty percent (50%) of the aggregate expenses of the Tax Advisor chosen to resolve the Tax Dispute.
Refunds for any Straddle Period shall be equitably apportioned between DevCo OP and SpinCo OP in accordance with the provisions of this Agreement governing the Taxes with respect to such periods.
DevCo or DevCo OP shall not settle or concede any such Tax Contest with respect to any item in excess of $50,000 for which SpinCo or SpinCo OP is liable hereunder without the prior written consent of SpinCo or SpinCo OP, as applicable, which consent shall not be unreasonably withheld, delayed, or conditioned.
At any time after the Distribution Date that SpinCo or any member of the SpinCo Group proposes to destroy such material or information, SpinCo and SpinCo OP shall first notify DevCo and DevCo OP in writing and DevCo and DevCo OP shall be entitled to receive such materials or information proposed to be destroyed.
At any time after the Distribution Date that DevCo or any member of the DevCo Group proposes to destroy such material or information, DevCo and DevCo OP shall first notify SpinCo and SpinCo OP in writing and SpinCo and SpinCo OP shall be entitled to receive such materials or information proposed to be destroyed.
SpinCo OP GP shall, in its capacity as the general partner of SpinCo OP, and on behalf of and as attorney in fact for the limited partners of SpinCo OP, enter into the Sixth Amended and Restated Limited Partnership Agreement of SpinCo OP, effective as of the Effective Time.
SpinCo OP shall, in its capacity as a limited partner in DevCo OP, and DevCo OP GP shall, in its capacity as the general partner of DevCo OP, and on behalf of and as attorney in fact for the other limited partners, enter into the amended and restated limited partnership agreement of DevCo OP, effective as of the Effective Time.