Partnership Tax Audit Rules. With respect to any Tax period of any Company and, to the extent applicable, its Company Subsidiaries ending on or prior to the Closing Date in which the Partnership Tax Audit Rules apply to such Company and, to the extent applicable, its Company Subsidiaries, unless otherwise agreed in writing by the Resulting Issuer, notwithstanding anything herein to the contrary, such Company and, to the extent applicable, its Company Subsidiaries shall make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment and the parties hereto shall take any other action such as filings, disclosures and notifications necessary to effectuate such election. None of the parties hereto or their Affiliates shall make any election or otherwise take any action to cause the Partnership Tax Audit Rules to apply to any Company or its Company Subsidiaries at any earlier date than is required by Law.
Partnership Tax Audit Rules. Notwithstanding anything to the contrary in this Agreement, with respect to any Tax audit or similar proceeding of any Group Company for any taxable period (or portion thereof) ending on or prior to the Closing Date in which the Partnership Tax Audit Rules would apply to such Group Company (each, a “Relevant Tax Audit”), at the election of ACT (in its reasonable discretion), the “partnership representative” of such Group Company (for purposes of the Partnership Tax Audit Rules), the Group Companies, and all of their respective Affiliates shall take such actions as are necessary to make (or cause to be made) a “push out” election under Section 6226 of the Code with respect to any “imputed underpayment” (as defined in the Partnership Tax Audit Rules) arising in connection with any such Relevant Tax Audit (and to make any similar elections under any provisions of applicable state or local Law). Neither the “partnership representative” of such Group Company, any Group Company or any of their respective Affiliates shall make any election or otherwise take any action to cause the Partnership Tax Audit Rules to apply to the Group Companies at any earlier date than is required by applicable Law.
Partnership Tax Audit Rules. No Seller will cause ASC or CP to elect to apply the Partnership Tax Audit Rules for any taxable period beginning prior to January 1, 2018.
Partnership Tax Audit Rules. With respect to any Tax period of the Company and the Qualified Pipeline Entities ending on or prior to the Closing Date in which the Partnership Tax Audit Rules apply to the Company and the Qualified Pipeline Entities, unless otherwise agreed in writing by the Resulting Issuer, notwithstanding anything herein to the contrary, the Company and the Qualified Pipeline Entities shall make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment and the parties hereto shall take any other action such as filings, disclosures and notifications necessary to effectuate such election. None of the parties hereto or their Affiliates shall make any election or otherwise take any action to cause the Partnership Tax Audit Rules to apply to the Company and the Qualified Pipeline Entities at any earlier date than is required by Law.
Partnership Tax Audit Rules. Except as otherwise set forth herein, in the event of an audit of the Partnership that is subject to the Partnership Tax Audit Rules or any analogous provision of state or local law, the Partnership Representative and the Designated Individual shall have the right to make any and all elections and to take any actions that are available to be made or taken by the Partnership Representative, the Designated Individual, or the Partnership under the Partnership Tax Audit Rules. To the extent that the Partnership Representative and Designated Individual do not make an election under Section 6221(b) of the Code, the Partnership Representative and the Designated Individual shall use commercially reasonable efforts to reduce to the extent possible the amount of tax owed by the Partnership pursuant to an audit under the Partnership Tax Audit Rules (or analogous state or local partnership audit procedures) by either (i) making any modifications available under Section 6225(c)(3), (4), and (5) of the Code (or analogous provisions of state or local law) or (ii) making a timely election under Section 6226 of the Code (or an analogous provision of state or local law). If an election under Section 6226(a) of the Code is made, the Partnership shall furnish to each Partner for the year under audit a statement of the Partner’s share of any adjustment set forth in the notice of final partnership adjustment, and each Partner shall take such adjustment into account as required under Section 6226(b) of the Code.
Partnership Tax Audit Rules. (a) It is agreed that the Equityholders’ Representative shall have the right to designate and change any Partnership Representative and Parent shall take any action reasonably requested by the Equityholders’ Representative to give effect to any such designation or change, including by directing Xxxxx Xxxxxxxx LLP to reflect such designation or change on a Flow-Through Income Tax Return. From and after the Closing, Parent shall notify the Equityholders’ Representative in writing within five Business Days of receipt by Parent or any of its Affiliates (including the Surviving Company) of written notice of any pending or threatened Tax audits or assessments with respect to an item on a Flow-Through Income Tax Return (a “Covered Tax Proceeding”). The Equityholders’ Representative shall control any Covered Tax Proceeding; provided that, if such Covered Tax Proceeding is for a taxable year during which Parent was an owner of the Company, (1) Parent shall have the right to participate, at its own expense, in any such Covered Tax Proceeding and (2) the Equityholders’ Representative and the Equityholders shall not, without Parent’s consent (such consent not to be unreasonably withheld, conditioned or delayed), agree to any settlement with respect to any such Covered Tax Proceeding.
