Common use of Push-Out Election Clause in Contracts

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. In If the case 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 Administrative General Partner, and only after a good faith consultation with the Limited Partner, shall make an audit or examination of the Company or any Enterprise for election (a Pre“Push-Closing Tax Period Out Election”) under Subchapter C of Chapter 63 Section 6226 of the Code (with respect to one or more Imputed Underpayments set forth in the “final Partnership Audit Rules”)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 Company shall cause the partnership representative to keep Purchaser fully and timely informed of all material developments relating Partnership Adjustments that relate to the audit specified Imputed Underpayment and shall be liable for any Taxes as described in Section 6226 of the Code and any applicable Treasury Regulations or examinationother guidance prescribed by the IRS. Company agrees thatNotwithstanding the foregoing, if 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 25 forty-five (45) days of the date of 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 partnership adjustment with respect Push- Out Election is made, the Partnership Representative shall furnish to a Pre-Closing Tax Period each Reviewed Year Partner and the IRS, for each Reviewed Year within sixty (60) days after the date all 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 Partnership Adjustments to which the adjustment relatesstatement 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 Administrative General Partner makes a Push-Out Election without the Consent of the Limited Partner, the Company General Partner will make or cause be obligated to reimburse to the applicable Enterprise to make or make best efforts to cause a Person with authority to make an election under Limited Partner, within ten (10) days’ demand, the additional interest (which additional interest shall be the incremental percentage increase described in Section 6226(a6226(c)(2)(C) of the Code to push out Tax liability to members Code) paid by the Limited Partner as a result of the Company or applicable Enterprise who were members Push-Out Election but only to the extent that the total underpayment (including interest and penalties) paid by the Limited Partner exceeds what the Limited Partner’s proportional share of the Company or applicable Enterprise in the Pre-Closing Tax Period to which the Partnership’s 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 interest and interestpenalties) under the Partnership Audit Ruleswould have been had a “push-out” election not been made.

Push-Out Election. In If the case 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 audit or examination of the Company or any Enterprise for election (a Pre“Push-Closing Tax Period Out Election”) under Subchapter C of Chapter 63 Section 6226 of the Code (with respect to one or more Imputed Underpayments set forth in the “final Partnership Audit Rules”)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 Company shall cause the partnership representative to keep Purchaser fully and timely informed of all material developments relating Partnership Adjustments that relate to the audit specified Imputed Underpayment and shall be liable for any Taxes as described in Section 6226 of the Code and any applicable Treasury Regulations or examinationother guidance prescribed by the IRS. Company agrees thatNotwithstanding the foregoing, if 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 25 forty-five (45) days of the date of 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 partnership adjustment with respect Push-Out Election is made, the Partnership Representative shall furnish to a Pre-Closing Tax Period each Reviewed Year Partner and the IRS, for each Reviewed Year within sixty (60) days after the date all 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 Partnership Adjustments to which the adjustment relatesstatement 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 Company General Partner will make or cause be obligated to reimburse to the applicable Enterprise to make or make best efforts to cause a Person with authority to make an election under Limited Partner, within ten (10) days’ demand, the additional interest (which additional interest shall be the incremental percentage increase described in Section 6226(a6226(c)(2)(C) of the Code to push out Tax liability to members Code) paid by the Limited Partner as a result of the Company or applicable Enterprise who were members Push-Out Election but only to the extent that the total underpayment (including interest and penalties) paid by the Limited Partner exceeds what the Limited Partner’s proportional share of the Company or applicable Enterprise in the Pre-Closing Tax Period to which the Partnership’s 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 interest and interestpenalties) under the Partnership Audit Ruleswould have been had a “push-out” election not been made.