Tax Conventions. (a) For purposes of Sections 7.1, 7.2, and 7.3, the Sponsor or Administrator shall adopt such conventions as may be necessary, appropriate or advisable in the Sponsor’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder. The Sponsor may revise, alter or otherwise modify such conventions in accordance with the standard established in the previous sentence.
Tax Conventions. (a) For purposes of Sections 1, 2 and 3, the Trustee shall cause the Trust to adopt such conventions as may be necessary or appropriate in the Trustee’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Trust’s income, gain, loss, expenses, deductions and credits in a manner that reflects Beneficial Owner’s Shares. The Trustee may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence.
Tax Conventions. (a) For purposes of Sections 3.5, 3.6 and 3.7, the Manager shall cause the Investing Pool to adopt such conventions as may be necessary or appropriate in the Manager’s reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Investing Pool’s income, gain, loss, expenses, deductions and credits in a manner that reflects Members’ Investing Pool Interests. The Manager may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence.
Tax Conventions. (a) For purposes of Sections 1, 2 and 3, the Sponsor shall cause the Trust to adopt such conventions as may be necessary or appropriate in the Sponsor's reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Trust's income, gain, loss, expenses, deductions and credits in a manner that reflects Beneficial Owner's Shares. The Sponsor may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence.
Tax Conventions. For purposes of determining the amount of Taxes allocable to any Pre-Closing Tax Period (including, for the avoidance of doubt, for purposes of Section 1.11 (Post-Closing Adjustment to Closing Merger Consideration Amount) and Section 8 (Indemnification)), the determination shall be made (1) in the case of Taxes of the Company based upon income, sales, proceeds, profits, receipts, wages, compensation or similar items that are not imposed on a periodic basis, by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Company for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis; provided further that no amount of depreciation deductions calculated on an annual basis with respect to property placed in service after the Closing shall be allocated to the Pre-Closing Tax Period, (2) if the PPP Loan (or a portion of the PPP Loan) is ever forgiven, by treating the PPP Loan as if the PPP Loan (or such forgiven portion of the PPP Loan) were forgiven prior to the Closing Date, whether or not the PPP Loan (or such portion) was in fact forgiven prior to the Closing Date, (3) if all or any portion of the PPP Loan is never forgiven, or if applicable Law is changed to permit the deduction of expenses funded with proceeds of the PPP Loan regardless of whether or not it is forgiven, by treating all deductible amounts permitted by applicable Law that were funded with proceeds of the portion of the PPP Loan that is not forgiven, or with respect to which deductions are permitted by applicable Law regardless of forgiveness, as deductions arising in the Pre-Closing Tax Period (such deductions, the “PPP Loan Deductions”), (4) in the case of Taxes of the Company not described in clause (1) (including property Taxes), by allocating to the portion of any Straddle Period ending on and including the Closing Date the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is th...
