Push-Out Election Clause Samples

Push-Out Election. To make the “push-out” election under Section 6226 to apply to the Partnership.

Push-Out Election. With respect to the Company or any entity or arrangement classified as a partnership for federal income Tax purposes that the Company thereof holds an interest in, if such entity or arrangement receives a notice of final partnership adjustment as described in Section 6226 of the Code (or similar provision of state or local Law) with respect to any Pre-Closing Tax Period, at the request of Buyer, Sellers’ Representative and the Sellers shall take all steps necessary to cause such entity or arrangement to make an election under Section 6226(a) of the Code.

Push-Out Election. Notwithstanding anything else to the contrary, with respect to any Tax audit, examination, or other proceeding by any Governmental Authority relating to any Pass-Through Tax Returns of a Relevant Target Company for any Pre-Closing Tax Period (each, a “Tax Proceeding”), a valid “push out” election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder (and applicable state or local income Tax law) shall be made to the extent such election is available for any Pre-Closing Tax Period (or portion thereof).

Push-Out Election. In the event of a Relevant Tax Audit where a Push-Out Election is required to be made, NHPI has the right, but not the obligation, to control the conduct and resolution of any such Relevant Tax Audit (including any related Proceeding) (a “Tax Contest”). If NHPI does not elect to control such Tax Contest, the Company shall (i) keep NHPI reasonably informed of any such Tax Contest, (ii) allow NHPI to participate in (at the its expense) any such Tax Contest, (iii) allow NHPI to make reasonable comments to the Group Company and their “partnership representative” regarding such Tax Contest and shall consider in good faith incorporating any such comments, and (iv) not settle any such Tax Contest without the prior written consent of NHPI (which consent shall not be unreasonably withheld, conditioned, or delayed).

Push-Out Election. Notwithstanding anything in this Agreement to the contrary, in connection with any Imputed Underpayment resulting from any adjustment by any Taxing Authority to any items of either Crude LP or Crude GP with respect to any Pass-Through Tax Returns for a Pre-Closing Tax Period or Straddle Period, at the election of Buyer, the Parties shall cause such entities to make a timely and valid “push out” election under Section 6226 of the Code (and any similar provision of state or local Law), and the Parties shall take any actions reasonably necessary to effectuate such election.

Push-Out Election. If the Partnership receives notice of a final Partnership Adjustment from the IRS, the Partnership Representative shall so notify the Partners and any Former Partners in accordance with the provisions of Section 13.04(b)(iv) above and, if requested to do so by the General Partner, and only after a good faith consultation with the Limited Partner, shall make an election (a “Push-Out Election”) under Section 6226 of the Code with respect to one or more Imputed Underpayments set forth in the final Partnership Adjustment notice. Except as hereinafter provided, if a Push-Out Election is made, each Reviewed Year Partner shall take into account its allocable share of the Partnership Adjustments that relate to the specified Imputed Underpayment and shall be liable for any Taxes as described in Section 6226 of the Code and any applicable Treasury Regulations or other guidance prescribed by the IRS. Notwithstanding the foregoing, to the extent permitted by law, any Reviewed Year Partner that is a partnership or S corporation may, at its option and in accordance with any applicable Treasury Regulations or other guidance prescribed by the IRS, elect (in lieu of paying its allocable share of such Partnership Adjustments) to push out the liability for Taxes attributable to such Partnership Adjustments to its Partners (including Indirect Partners). Any Push- Out Election shall be filed within forty-five (45) days of the date the notice of final Partnership Adjustment is mailed by the IRS and shall be in such form, and shall contain such information, as required by any applicable Regulations, forms, instructions and other guidance prescribed by the IRS. If a Push-Out Election is made, the Partnership Representative shall furnish to each Reviewed Year Partner and the IRS, for each Reviewed Year within sixty (60) days after the date all of the Partnership Adjustments to which the statement relates are finally determined, a statement that includes all items and information required under any applicable Regulations, forms, instructions, and other guidance prescribed by the IRS. Furthermore, in the event that the General Partner makes a Push-Out Election against the advice of the Limited Partner, the General Partner will be obligated to reimburse to the Limited Partner, within ten (10) days’ demand, the additional interest (which additional interest shall be the incremental percentage increase described in Section 6226(c)(2)(C) of the Code) paid by the Limited Partner as a res...

Push-Out Election. Notwithstanding anything herein to the contrary, in the Counterparty’s sole discretion, in connection with any audit, proceeding or other dispute relating to a Pre-Closing Tax Period, the Company may make an election under Section 6226 of the Code and Sellers will fully cooperate with the Counterparty and the Company in the making of any such election.

Push-Out Election. Make the election provided in Section 6226 of the Partnership Tax Audit Rules (the “Push Out Election”) with respect to an “imputed underpayment” described in Section 6225(b) of the Partnership Tax Audit Rules. To request such consent, the Partnership Representative shall, as soon as reasonable practicable, provide a notice to the General Partner explaining in reasonable detail the reasons for proposing such action and the date such action is proposed to be to be taken. If the requested consent has not been granted or denied before the date such action is proposed to be taken as set forth in such notice, the Partnership Representative may take such action on such date, and if such action is taken, the Partnership Representative shall promptly provide notice thereof to the General Partner.

Push-Out Election. Notwithstanding any other provision of this Agreement, Buyer, at its sole election, shall have the right to cause the Company to make an election under Code Section 6226(a) (or any corresponding or similar provisions of state or local Law) with respect to any “imputed underpayment” (a “Push Out Election”) with respect to any Pre-Closing Tax Period or Straddle Period. Sellers shall cooperate with Buyer and the Company, and Sellers shall cause the “partnership representative” or “designated individual” (as such terms are used pursuant to the Partnership Tax Audit Rules) for the Company (other than those appointed by Buyer pursuant to this Section 6.9) to take all actions necessary or otherwise reasonably requested by Buyer, to properly and timely make any Push Out Election as provided for in this Section 6.9. Buyer shall be entitled to take all actions to name a new “partnership representative” or “designated individual” for the Company for a Pre-Closing Tax Period or Straddle Period to the extent it is necessary or prudent to ensure that the Company makes a timely and proper Push Out Election as provided for in this Section 6.9. The Parties agree that this Section 6.9 shall supersede any prior agreement made by the Company or Seller with respect to the Partnership Tax Audit Rules and/or the making of Push Out Elections.