Section 754 Elections. The General Partner shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s assets for (i) all transfers of Partnership Interests, and (ii) any distribution of Company property as described in Section 734 of the Code, if such election would benefit any Partner or the Partnership.
Section 754 Elections. The Company shall make, and shall cause any Subsidiary of the Company that is treated as a partnership for U.S. federal income tax purposes to make, a timely election under Section 754 of the Code (and a corresponding election under state and local law) effective starting with the taxable year ended December 31, 2018, and the Managing Member shall not take any action to revoke such elections.
Section 754 Elections. In the event of a transfer of all or any part of the Interest of a General Partner or of a Limited Partner, the Partnership may elect, pursuant to Sections 743 and 754 of the Code (or any corresponding provision of succeeding law), to adjust the basis of the Partnership property if, in the opinion of the Investment Partnership, based upon the advice of the Accountants, such election would be most advantageous to the Investment Partnership. Each Partner agrees to furnish the Partnership with all information necessary to give effect to such election.
Section 754 Elections. If at any point the Company or any of its direct or indirect Subsidiaries that is a partnership for U.S. federal income tax purposes does not have a Section 754 Election in effect, the Corporation shall cause the Company or such Subsidiary, as applicable, to make a Section 754 Election at the time that the Company or such Subsidiary, as applicable, files its next U.S. federal income Tax Return.
Section 754 Elections. To the extent it has the Legal Right, the Seller shall take or cause to be taken such actions as are requested by the Buyer in order to cause any Acquired Company that is treated as a partnership for federal tax purposes to make a timely election under Section 754 of the Code with respect to the Seller’s sale of interests in any such entity to the Buyer hereunder.
Section 754 Elections. The Manager shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Company’s assets for (i) all Transfers of Membership Interests, and (ii) any distribution of Company property as described in Section 734 of the Code, if such election would benefit any Member or the Company.
Section 754 Elections. Each of the Contributors and the Company agree (i) to cause an election under Section 754 of the Code to be included in the closing federal partnership tax returns of the Company indicating BNP as a partner; (ii) to prepare, at their expense, and timely file closing partnership tax returns for the period ending on the Closing Date for the Company; and (iii) to present such tax returns to BNP for its approval, which shall not be unreasonably withheld, sufficiently in advance of the filing of such returns.
Section 754 Elections. The Company shall be required to make a section 754 election upon proper notice and request of a transferee Stockholder and provide information to the Stockholders regarding the adjustment to the transferee.
Section 754 Elections. The Sellers shall cooperate with Apollo in the making of a valid election under Section 754 of the Code and any analogous or similar provision of state or local law (such election to be effective as of no later than the Closing Date) with respect to any Subject Company that is classified as a partnership for U.S. federal income tax purposes. In addition, the Sellers shall use their commercially reasonable efforts to cause any entity owned by a Subject Company that is classified as a partnership for U.S. federal income tax purpose to make a valid election under Section 754 of the Code and any analogous or similar provision of state or local law (such election to be effective as of no later than the Closing Date).
Section 754 Elections. If, at any point, any Subsidiary of Buyer that is a Partnership does not have a Section 754 Election in effect, Buyer shall cause such Subsidiary of Buyer to make a valid Section 754 Election at the time that such Subsidiary files its Tax Return for such Taxable Year.
