Push-Out Election Clause Samples
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Push-Out Election. Without the unanimous approval of the Control Group, the Company will not, either before or after the Sunset, (i) in its capacity as the owner of the general partner of Group Holdings, consent to a Push-Out Election by TPG Operating Group for a Pre-Closing Tax Period and (ii) in its capacity as the owner of the general partner or managing member of a Covered Entity, cause or permit a Covered Entity to make a Push-Out Election for a Pre-Closing Tax Period.
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. To make the “push-out” election under Section 6226 to apply to the Partnership.
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. 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. 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. In the case of an audit or examination of the Company or any Enterprise for a Pre-Closing Tax Period under Subchapter C of Chapter 63 of the Code (the “Partnership Audit Rules”), the Company shall cause the partnership representative to keep Purchaser fully and timely informed of all material developments relating to the audit or examination. Company agrees that, if within 25 days of the date of notice of a partnership adjustment with respect to a Pre-Closing Tax Period of the Company or an Enterprise, the Internal Revenue Service has not been paid all amounts required to be paid with respect to an imputed underpayment for such period from funds contributed by, or otherwise distributable to, members of the Company or Enterprise in the year to which the adjustment relates, the Company will make or cause the applicable Enterprise to make or make best efforts to cause a Person with authority to make an election under Section 6226(a) of the Code to push out Tax liability to members of the Company or applicable Enterprise who were members of the Company or applicable Enterprise in the Pre-Closing Tax Period to which the imputed underpayment relates. If the Company or any Enterprise is unable to make an election under Section 6226(a) of the Code (or fails to comply with its obligations in the preceding sentence) and pays any Pre-Closing Tax Period Tax pursuant to the Partnership Audit Rules, the Company shall make or cause the applicable Enterprise to make commercially reasonable efforts to place the economic burden of such Taxes on Persons who were partners (for federal income tax purposes) in the Company or applicable Enterprise in the tax year to which the Tax relates. Terms used in this Section 1.1 shall have the meanings given to them in the Partnership Audit Rules. This Section 1.1 (other than this sentence and the preceding sentence) shall not apply with respect to an Enterprise that is a single member limited liability company if the Internal Revenue Service determines that a single member limited liability company that once was a multi-member limited liability company has no liability for imputed understatements (including penalties and interest) under the Partnership Audit Rules.
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. 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. If, in any taxable year (a “Reviewed Year”) in which the Company does not elect out as provided in subsection (i) above, a taxing authority makes an adjustment to an item of income, gain, loss, deduction, or credit of the Company (or any Member’s distributive share thereof) that would result in an “imputed underpayment” within the meaning of Code section 6225 (an “Imputed Underpayment”), the Company shall, if permitted under Code section 6226, timely and properly make the election to “push out” any adjustments to the Members, such that the Company shall not be liable for any Imputed Underpayment resulting from such adjustments.