Certain Elections. (a) If Xxxxxxx Controls determines, in its sole discretion, that a protective election under Section 336(e) of the Code (a “Section 336(e) Election”) shall be made with respect to any Old Xxxxxxx Controls Internal Distribution, Adient shall (and shall cause the relevant member of the Adient Group to) join with Xxxxxxx Controls or the relevant member of the Xxxxxxx Controls Group in the making of such election and shall take any action reasonably requested by Xxxxxxx Controls or that is otherwise necessary to give effect to such election (including making any other related election permitted by applicable Law); provided, however, that Xxxxxxx Controls shall reimburse Adient (and any relevant member of the Adient Group) for all reasonable costs and expenses incurred by Adient (or any relevant member of the Adient Group) to amend any Tax Returns or amend or file any other governmental filings related to such Section 336(e)
Certain Elections. (a) In the event that a distribution of any of the Company’s assets is made in the manner provided in Code Section 734, where a transfer of an interest in the Company permitted by this Agreement is made in the manner provided in Code Section 743, or in any other circumstance permitting an election to be made under Section 754 of the Code, then, upon the request and at the expense of any Partner, the Company shall file an election under Code Section 754, in accordance with procedures set forth in the applicable Regulations. The Partners’ Capital Accounts shall be adjusted in accordance with Regulations Section 1.704-1(b)(2)(iv)(m). Each Partner shall provide the Company with all information necessary to give effect to any election under Code Section 754.
Certain Elections. The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a sixty-month period as provided in Section 709 of the Code. In connection with the first transfer of a Partnership Interest permitted under this Agreement, the General Partner shall cause the Partnership, on behalf of the Partnership and at the time and in the manner provided in Section 1.754-1(b) of the Regulations, to make an election to adjust the basis of the Partnership's property in the manner provided in Sections 734(b) and 743(b) of the Code.
Certain Elections. Except as set forth on Section 3.10(g) of the Seller Disclosure Letter the Companies have elected under Treasury Regulations Section 301.7701-3 (or other similar provision of Tax law) to be treated as disregarded entities for U.S. tax purposes.
Certain Elections. (a) At Seller's request, Purchaser shall cause any of the Transfer Group Companies to make and/or join with Seller in making any election after the Closing Date; provided that the making of such election does not have an adverse impact on Purchaser (or the Transfer Group Companies) for any Tax period ending after the Closing Date.
Certain Elections. Unless Buyer provides advance written consent to the contrary, PSC shall make an election pursuant to Treasury Regulation Section 1.1502-36(d)(6)(i)(A) only with respect to each Acquired Company listed on Section 7.9.8 of the Disclosure Schedules for which such an election is available to the extent necessary to cause no reduction to the tax attributes of any Acquired Company upon disposition. Seller shall not make an election pursuant to Treasury Regulation Section 1.1502-36(d)(6)(i)(B) or (C) to reattribute any portion of the tax attributes of any Acquired Company to PSC in an absence of Buyer’s advance written consent.
Certain Elections. In the event that Parent has not effected an ----------------- underwritten public offering of Parent Common Stock (other than any offering pursuant to any registration statement (i) relating to any capital stock of Parent or options, warrants or other rights to acquire any such capital stock issued or to be issued primarily to directors, officers or employees of Parent, or any of its subsidiaries (ii) relating to any employee benefit plan or interest therein, (iii) relating principally to any preferred stock or debt securities of Parent, or (iv) filed pursuant to Rule 145 under the Securities Act of 1933, as amended, or any successor or similar provision) resulting in net cash proceeds to Parent of at least $20,000,000 (the "IPO") on or before December 31, 1998:
Certain Elections. None of the Target Companies will be required to pay any Tax after the Closing Date as a result of an election made pursuant to Section 965(h) of the Code prior to the Closing Date.
Certain Elections. Seller and CNB agree that neither shall make ----------------- or cause CNB to be bound by any Code Section 338 or 338(h)(10) election, or any similar election under state, local or foreign jurisdiction tax law. Seller shall not make any election under Treasury Regulation (S)1.1502-20 (or any successor or equivalent state, local or foreign provision), the effect of which would cause any portion of the Bank's net operating loss to be reattributable to Seller. No other election shall be made, or action taken, the effect of which would reduce, impair or eliminate any tax basis in the assets of the Bank, or any of the Bank's net operating losses, which exist at the Closing Date.
Certain Elections. In no event may the Sellers’ Representative or the Sellers make or permit to be made any election with respect to Taxes (other than elections made in the ordinary course of business consistent with past practices of the Company) that could have an affect on the Tax attributes of the Company or the Subsidiary in any period ending on or following the Closing Date without the advance prior written consent of the Buyer.
