F hereof. A trust or other entity will be considered formed “for the benefit” of a Partner’s Immediate Family even though some other Person has a remainder interest under or with respect to such trust or other entity.
F hereof. E. Within five (5) business days of its receipt, the Tax Matters Member shall give written notice to the other Member of the receipt of any written notice relating to a controversy or related proceeding which has a material adverse effect on the other Member with the Internal Revenue Service or any state or local taxing authority, including, without limitation, (A) written notice that the Internal Revenue Service or any state or local taxing authority intends to examine the Company’s income tax returns for any year; (B) written notice of commencement of an administrative proceeding at the Company level related to the Company under section 6223 of the Code; (C) written notice of any final Company administrative adjustment relating to the Company pursuant to a proceeding under section 6223 of the Code; (D) any request from the Internal Revenue Service or any comparable state or local taxing agency for waiver of any applicable statute of limitations with respect to the filing of any tax return by the Company; (E) any information document requests from the Internal Revenue Service or any other taxing authority, and (F) any Form 5701 or comparable state or local audit adjustment notices. Within ninety (90) days after receipt of notice of a final Company administrative adjustment, the Tax Matters Member shall notify each Member if it does not intend to file for judicial review with respect to such adjustment.
F hereof. E. The purchase of all or any portion of a Formation Partner's Partnership Interest by the Non-Selling Partner pursuant to this Right of First Refusal shall be consummated at a closing that shall occur at the principal business office of the Partnership within twenty (20) Business Days following the Non-Selling Partner's notification to the Selling Partner of the Non-Selling Partner's election to exercise its Right of First Refusal, or at such other place or time as may be mutually acceptable to the parties. At such closing, the Selling Partner shall Transfer the Partnership Interest being purchased, free and clear of all liens, claims, encumbrances (other than as a result of this Agreement or the Master Agreement) and defects in title and duly endorsed for Transfer to the appropriate purchaser and, in exchange therefor, the purchaser of such Partnership Interest shall pay the purchase price at such closing by bank wire transfer of immediately available funds to a bank account designated in writing by the Selling Partner at least three Business Days prior to such closing.
F hereof. 7. The Class Settlement Fund shall be a “Qualified Settlement Fund” within the meaning of Treasury Regulation Section 1.468B-1, and the Defendants and the Settlement Administrator agree to treat the Class Settlement Fund as being at all times a “Qualified Settlement Fund.” The Defendants and Settlement Administrator shall timely make such elections, file such returns and take all other actions as are necessary
