Section 481 Adjustments Clause Samples
A Section 481 adjustment is a tax provision that requires a taxpayer to account for changes in accounting methods by adjusting taxable income to prevent duplication or omission of income. When a business changes its accounting method—such as switching from cash to accrual accounting—the IRS mandates a calculation to reconcile income or deductions that would otherwise be counted twice or missed entirely. This adjustment ensures that the transition between accounting methods is tax-neutral, thereby maintaining the integrity of reported income and preventing tax distortions.
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Section 481 Adjustments. None of the Business Entities has elected or agreed, or is required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that would require a Business Entity to include any item in income, or exclude any item of deduction from, taxable income for any period (or portion thereof) ending after the Closing Date.
Section 481 Adjustments. The Company has not agreed, nor is it required to make, any adjustment under Code Section 481(a) by reason of a change in accounting method or otherwise.
Section 481 Adjustments. Neither Duke nor any of its Subsidiaries is ----------------------- required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by Duke or any of its Subsidiaries, and to the best of the knowledge of Duke, the IRS has not proposed any such adjustment or change in accounting method.
Section 481 Adjustments. The Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the Company, and the IRS has not proposed any such adjustment or change in accounting method.
Section 481 Adjustments. None of the Acquired Corporations is required to include in income any adjustment pursuant to Internal Revenue Code §481 by reason of a voluntary change in accounting method initiated by any of the Acquired Corporations, and the Internal Revenue Service has not proposed any such change in accounting method.
Section 481 Adjustments. None of the Target Entities is required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by any of the Target Entities prior to the Closing, and the Internal Revenue Service has not proposed any such change in accounting method.
Section 481 Adjustments. Advantage has not agreed, nor is it ----------------------- required to make, any adjustment under Code Section 481(a) by reason of a change in accounting method or otherwise.
Section 481 Adjustments. Neither the Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Code Section 481 by reason of a voluntary change in accounting method initiated by the Company or any of its Subsidiaries, and the Internal Revenue Service has not proposed any such change in accounting method.
Section 481 Adjustments. Notwithstanding anything herein to the contrary, to the extent that any of the Sold Companies or Sold Subsidiaries is required under Section 481(a) of the Code (or any similar provision of state or local Law) to include any amount in taxable income as a result of any change in method of accounting for a taxable period ending on or prior to the Closing Date as a result of the matter described in Section 4.12(d)(vi) of the Disclosure Letter (a “Section 481 Adjustment”), the Company and its Subsidiaries shall to the fullest extent permitted by applicable Law elect in the form and manner described in Section 7.03(3)(d) of Revenue Procedure 2015-13 (2015-5 I.R.B. 419) (or in any manner permitted under applicable state or local Law) to cause any such Section 481(a) Adjustment with respect to such Sold Company or Sold Subsidiary to be recognized in the taxable year that includes the Closing Date (an “Eligible Acquisition Transaction Election”). If the Estimated 481 Adjustment included in Indebtedness as finally determined exceeds the actual Section 481 Adjustment as determined based on (1) the Section 481 Adjustment actually reflected on a Tax Return filed by the applicable Sold Company or Sold Subsidiary with respect to a taxable period (or portion thereof) beginning after the Closing Date and (2) the Sold Company’s or Sold Subsidiary’s (as applicable) actual computation of additional tax liability with respect to such taxable period attributable to Such Section 481 Adjustment (determined in a manner consistent with clause (viii) of the definition of “Indemnified Taxes”), within fifteen (15) days of filing the Tax Return for the relevant tax year, the Buyer and its Affiliates shall promptly pay (or cause to be paid) to the Company an amount (if any) equal to the excess of the Estimated 481 Adjustment (or portion thereof attributable to such tax year) over such amount actually determined.
Section 481 Adjustments. After the date hereof, the parties hereto shall cooperate in good faith (including through amendments to this Agreement or the Holdings LLC Agreement, as necessary) in respect of any adjustments pursuant to Section 481 of the Code (or similar provision of state, local or non-U.S. Law) with respect to changes in method of accounting that (i) are made on the Company’s Tax Return for the taxable period that includes the Closing Date and (ii) relate to adjustments to the books and records of the Company made in anticipation of the transactions contemplated by the BCA and occurring prior to the Closing, in order to ensure that the TRA Holders are entitled to the benefits, and bear the detriments, of such Section 481 adjustments, to the maximum extent possible, in proportion to their respective direct or indirect ownership interests in Holdings LLC immediately prior to the Blocker Corp. Share Sale, whether through allocations under the Holdings LLC Agreement or through the calculation of Tax Benefit Payments pursuant to this Agreement; provided, that for the avoidance of doubt, no payment shall be required to be made from a TRA Holder to the Parent Corporation or the Blocker Corp. as a result of this Section 3.4.