Subchapter K Clause Samples

Subchapter K. No election shall be made by the Manager or any Member to cause the Company to be excluded from the application of the provisions of IRC Subchapter K.

Subchapter K. The Members have agreed in advance that they shall not elect to be excluded from Subchapter K of the Code, as provided in Code § 761(a), and shall not make an election for the Company to be taxed as an association as provided for in Regulation § 301.7701-3. The Manager shall cause a complete tax return for both state and federal purposes to be prepared at the expense of the Company.

Subchapter K. (i) For purposes of determining the income Tax consequences under Section 751 of the Code of the transfer of the Company Purchased Units provided for herein, the consideration (as determined for U.S. federal income tax purposes) hereunder shall be allocated for income tax purposes in a manner consistent with Buyer Parent’s past practice in filing, and causing to be filed, its and its Affiliates’ Tax Returns (including Tax Returns filed in respect of acquisitions similar to the transactions contemplated by this Agreement), except as may be required by a change in applicable Law. (ii) If and to the extent that Buyer funds any make-whole (or other similar) payments with respect to the retirement or prepayment of the Securitization Indebtedness or any of the Funded Indebtedness included under clauses (c), (f), (g) or (k) of the definition of Funded Indebtedness, each such payment shall be treated as an extraordinary item pursuant to Treasury Regulations Sections 1.706-4(e)(2)(ix) and 1.706-4(f) such that to the maximum extent permitted under Code Sections 704 and 706 any deductions with respect to such payment are allocated to Buyer. Each of Buyer and each Seller shall make any elections or take any other commercially reasonable action requested by Buyer in order to effect this Section 7.14(d)(ii).