Imputed Underpayment Clause Samples

Imputed Underpayment. “Imputed Underpayment” means the “Imputed Underpayment” of the Partnership as that term is used in Section 6225. For purposes of this Agreement, the “Imputed Underpayment” will include any penalties, interest, and additions to tax with respect to the Imputed Underpayment.

Imputed Underpayment. Any “imputed underpayment” within the meaning of Code Section 6225 paid (or payable) by the Company as a result of an adjustment with respect to any Company item, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”), shall be treated as if it were paid by the Company as a Withholding Advance with respect to the appropriate Members. The Partnership Representative shall reasonably determine the portion of an Imputed Underpayment Amount attributable to each Member or former Member. The portion of the Imputed Underpayment Amount that the Partnership Representative attributes to a Member shall be treated as a Withholding Advance with respect to such Member. The portion of the Imputed Underpayment Amount that the Partnership Representative attributes to a former Member shall be treated as a Withholding Advance with respect to both such former Member and such former Member’s transferee(s) or assignee(s), as applicable, and the Partnership Representative may in its reasonable discretion exercise the Company’s rights pursuant to this Section in respect of either or both of the former Member and its transferee or assignee. Imputed Underpayment Amounts treated as a Withholding Advance also shall include any imputed underpayment within the meaning of Code Section 6225 paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or agreement.

Imputed Underpayment. In the event that a Series is responsible for the payment of any “imputed underpayment” in respect of an administrative adjustment pursuant to Section 6225(a) of the Code (or any successor provision or similar provision of state or local tax law), the Tax Matters Person of such Series shall determine the treatment of, including the relative obligations of the Members of such Series with respect to any amounts paid by the Series to any taxing authority with respect to, such “imputed underpayment,” and each Member of such Series hereby agrees to satisfy in full such obligations as so determined.

Imputed Underpayment. Notwithstanding the foregoing provisions of this Section 7.1, in the event that the Company is liable for an imputed underpayment of Taxes under Code Section 6225 for a Pre-Closing Tax Period, Sellers shall, unless otherwise consented to by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), validly make (or cause the applicable partnership representative to make), the election under Section 6226 of the Code (or a similar provision of state, local, or other Tax Law) with respect to the alternative to payment of imputed underpayment by the Company for such Pre-Closing Tax Period, and Sellers (and, as applicable, any former holders of limited liability company membership interests of the Company) shall take any action, such as filings, disclosures, and notifications, necessary to effectuate such election and pay their respective share of the imputed underpayment of Taxes.

Imputed Underpayment. If the Company pays any amount of imputed underpayment under Code Section 6225, the Genesis General Partner and Management shall allocate the amount of the imputed underpayment among the Stockholders (including any former Stockholders) for the “reviewed year” to which such imputed underpayment relates in a manner that reflects the current or former Stockholders’ respective interests in the Company for that reviewed year and the modifications under Section 6225(c) of the Code (to the extent approved by the IRS) attributable to (x) a particular Stockholder's tax classification, tax rates, tax attributes, the character of tax items to which the adjustment relates, and similar factors, or (y) a Stockholder's (A) filing of an amended return for the Stockholder's taxable year that includes the end of the Company's reviewed year or (B) compliance with the alternative “pull in procedure” and, in either case, payment of required tax liability in a manner that complies with Section 6225(c)(2) of the Code (any such allocation of paid imputed underpayment to a Stockholder or former Stockholder, that Stockholder or former Stockholder’s “Imputed Underpayment Obligation”). Each Stockholder (or former Stockholder) for the reviewed year hereby agrees to pay its Imputed Underpayment Obligation to the Company at the time requested by the Management. Any amount of an Imputed Underpayment Obligation that a Stockholder (or former Stockholder) does not pay at the time requested by the Genesis General Partner and Management shall accrue interest at a rate equal to the lower of the fifteen percent (15%) per annum, compounded monthly, or the maximum rate of interest permitted by applicable law (the “Default Rate”) until paid in full, and such Stockholder (or former Stockholder) shall also be liable to the Company for any damages resulting from a delay in making such payment beyond the date such payment is requested by the Management (“Underpayment Costs”). A Stockholder’s Capital Account shall be debited by an amount equal to the Stockholder’s Imputed Underpayment Obligation and Underpayment Costs. Any amount paid to the Company under this Section 4.2(a)(ii) shall not be treated as a Capital Contribution, but the paying Stockholder’s Capital Account will be credited with the amount of such payment. To the extent that any Stockholder fails to make any payment to the Company required by this Section 4.2(a)(ii), such unpaid amounts shall be applied to and reduce the next distributions...

Imputed Underpayment. Notwithstanding the foregoing provisions of this Section 9.1, unless otherwise agreed to in writing by Parent, in the event that Company is liable for an imputed underpayment of Taxes under Code Section 6225 for a Pre-Closing Tax Period, Company shall validly make, and cause the applicable partnership representative to cooperate with the making of, the election under Section 6226 of the Code (or a similar provision of state, local, or other Tax Law) with respect to the alternative to payment of imputed underpayment by the Company for such Pre-Closing Tax Period, and the Members (and, as applicable, any former Members) shall take any action, such as filings, disclosures, and notifications, necessary to effectuate such election and pay their respective share of the imputed underpayment of Taxes. Unless Company has made a valid election under Section 6226 of the Code with respect to a Pre-Closing Tax Period, at the written request of Parent, in connection with any Tax Claim relating to a Pass-Through Tax Return of the Company for a Pre-Closing Tax Period, Company shall cause the Members (or, as applicable, any former Member) to prepare and file, at their expense, any such required amended Tax Return(s) as described in Section 6225(c)(2) of the Code and the Treasury Regulations promulgated thereunder with respect to such taxable period, in each case, in accordance with the requirements of Section 6225(c)(2) of the Code and any applicable Treasury Regulations. Unless otherwise agreed in writing by ▇▇▇▇▇▇, in the event ​ 4855-0363-3265.v2 that the Company fails to make a timely election under Section 6226 of the Code with respect to a Pre-Closing Tax Period for which an election under Section 6226 of the Code was otherwise available, Parent shall have the sole and exclusive right to control any audit, litigation, or other proceeding in respect of Taxes relating to a Tax Return of the Company for such Pre-Closing Tax Period starting from the last day for filing a timely election under Section 6226 of the Code.

Imputed Underpayment. For purposes of this subsection, the imputed underpayment determined under this para- graph with respect to any partnership adjust- ment is the underpayment (if any) which would result— (A) by netting all adjustments to items of income, gain, loss, or deduction and by treating any net increase in income as an underpayment equal to the amount of such net increase multiplied by the highest rate of tax in effect under section 1 or 11 for the adjusted year, and (B) by taking adjustments to credits into account as increases or decreases (whichever is appropriate) in the amount of tax. For purposes of the preceding sentence, any net decrease in a loss shall be treated as an in- crease in income and a similar rule shall apply to a net increase in a loss.