Tax Procedures. (a) With respect to any period in which MGP has made or will make an election to be taxed as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”), notwithstanding any other provisions in this Agreement, any payments to be made by any MGM Party to any MGP Party pursuant to Sections 10.2 or 10.3 for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of MGP for purposes of the requirements of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”) or would constitute income described in Sections 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code (“Qualifying Income”), with such determination to be set forth in an opinion of outside Tax counsel selected by MGP, which opinion shall be reasonably satisfactory to MGP, plus (ii) such additional amount that is estimated can be paid to the applicable MGP Party in such Taxable year without causing MGP to fail to meet the Specified REIT Requirements, determined (x) as if the payment of such amount did not constitute Qualifying Income and (y) by taking into account any other payments to MGP during such Taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent Tax accountants to MGP, and (B) submitted to and approved by MGP’s outside Tax counsel, plus (iii) in the event that MGP receives a ruling from the IRS to the effect that the receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or will not be gross income of MGP for purposes of the Specified REIT Requirements, the aggregate payments otherwise required to be made pursuant to Sections 10.2 or 10.3 (determined without regard to this Section 10.5(a)) less the amount otherwise previously paid under clauses (i) and (ii) above.
Tax Procedures. (a) With respect to any period in which (x) Pinnacle has made or will make an election to be taxed as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”) or (y) Pinnacle is a “qualified REIT subsidiary” (within the meaning of Section 856 of the Code) of a REIT (such other REIT, the “Parent REIT”), notwithstanding any other provisions in this Agreement, any payments to be made by OpCo to the Pinnacle Group pursuant to Section 5.2 or Section 5.4 for any calendar year shall not exceed the sum of (i) the amount that it is determined will not be gross income of Pinnacle or the Parent REIT for purposes of the requirements of Sections 856(c)(2) and (3) of the Code (the “Specified REIT Requirements”) for any period in which Pinnacle or the Parent REIT has made any election to be taxed as a REIT, with such determination to be set forth in an opinion of outside tax counsel selected by Pinnacle or the Parent REIT, which opinion shall be reasonably satisfactory to Pinnacle or the Parent REIT plus (ii) such additional amount that is estimated can be paid to Pinnacle or the Parent REIT in such taxable year without causing Pinnacle or the Parent REIT to fail to meet the Specified REIT Requirements, determined (x) as if the payment of such amount did not constitute income described in Sections 856(c)(2)(A) through (I) and 856(c)(3)(A) through (I) of the Code (“Qualifying Income”) and (y) by taking into account any other payments to Pinnacle or the Parent REIT during such taxable year that do not constitute Qualifying Income, which determination shall be (A) made by independent tax accountants to Pinnacle or the Parent REIT, and (B) submitted to and approved by Pinnacle’s or the Parent REIT’s outside tax counsel, and (iii) in the event that Pinnacle or the Parent REIT receives a ruling from the IRS to the effect that Pinnacle or the Parent REIT’s receipt of the additional amount otherwise to be paid under this Agreement either would constitute Qualifying Income or would be excluded from gross income of Pinnacle or the Parent REIT for purposes of the Specified REIT Requirements, the aggregate payments otherwise required to be made pursuant to Section 5.2 or Section 5.4 (determined without regard to this Section 5.6(a)) less the amount otherwise previously paid under clauses (i) and (ii) above.
Tax Procedures. 1. The Ceding Company and the Pool hereby enter into an election under Treasury Regulations Section 1.848-4(g)(8) whereby:
Tax Procedures. With respect to the LiveWire Employees, the Parties shall adopt the “standard procedure” for preparing and filing IRS Forms W-2 (Wage and Tax Statements) and for purposes of filing IRS Forms W-4 (Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate), as described in Revenue Procedure 2004-53.
Tax Procedures. Tax Procedures are contained in the attached Exhibit 9.19.
Tax Procedures. (a) The Purchasers shall be responsible for the filing of all Business Tax Returns and reports of ACI that have not been filed as of the Closing which are due (taking into account extensions) after the Closing and the payment of all Taxes due in respect of such Tax returns, other than Income Taxes in respect of periods ending on or before the Closing Date. For the avoidance of doubt it is understood that the Purchasers shall be responsible for and shall pay all liability for Taxes in respect of the Business for all periods ending before, on, or after the Closing Date other than liability for Income Taxes and Canadian Transfer Taxes in respect of periods ending on or before the Closing Date (and in the case of any period beginning before and ending after the Closing Date, liability for Income Taxes and Canadian Transfer Taxes in respect of the portion of such period through the Closing Date determined on the basis of a closing of the books as of the Closing Date), and EFC and the Parent shall be responsible for and shall pay all liability for Income Taxes and Canadian Transfer Taxes with respect to the Business, and with respect to ACI, in respect to periods through the Closing.
Tax Procedures. 1. MARC will not reimburse the Ceding Company for a share of any such state premium taxes the Ceding Company has to pay.
Tax Procedures. IMPORTANT: Do not issue the invoices with the Organiser (INFORMA EXHIBITIONS) as the final receiver. On the ICMS regulation, the company cannot appear as a merchandise receiver in tradeshows and events. INVOICE – SHIPPING OF GOODS, MATERIALS, PRODUCTS, MACHINES AND EQUIPMENTS TO THE VENUE All products, materials, machines and equipments (goods sent to the exhibition) must have a legal transport document, according to legal requirements, that includes ICMS (tax over goods) based on the state the transport begins.
Tax Procedures. (a) Notwithstanding anything regarding the time of distributions to the contrary in Section 5.5 of the LLC Agreement, the Company shall, as promptly as practicable following its determination of the members' distributive shares of taxable income for the period preceding Closing, make a Tax Distribution to the members in respect of income allocated for such short taxable period which the members shall apply to the taxes related thereto; provided, however, that the Company shall not make any Tax Distribution to the members prior to Closing to the extent any member has a "Shortfall Amount" (as defined in the LLC Agreement) with respect to previous taxable years.
Tax Procedures. 1. REINSURER will not reimburse the Ceding Company for any share of state premium taxes the Ceding Company has to pay.
