Partnership Audit Rules. 13.6.1 The Administrative Manager shall be the “partnership representative” for purposes of Code Sections 6223 and 6231, as amended by Section 1101 of the Bipartisan Budget Act of 2015, and shall, at the Company’s expense, cause to be prepared and timely filed after the end of each taxable year of the Company all federal and state income tax returns required of the Company for such taxable year. If any state or local tax law provides for a partnership representative or Person having similar rights, powers, authority or obligations, the Administrative Manager shall also serve in such capacity. The Company shall make such elections pursuant to the provisions of the Code as the Administrative Manager, in its sole discretion, deems appropriate (including, in the Administrative Manager’s sole discretion, an election under Code Section 754 or an election to have the Company treated as an “electing investment partnership” for purposes of Code Section 743).
Partnership Audit Rules. 12.7.1 The Manager shall be the “partnership representative” for purposes of Code Sections 6223 and 6231 and shall, at the Company’s expense, cause to be prepared and timely filed after the end of each taxable year of the Company all federal and state income tax returns required of the Company for such taxable year. If any state or local tax law provides for a partnership representative or Person having similar rights, powers, authority or obligations, the Manager shall also serve in such capacity.
Partnership Audit Rules. (a) With respect to any audit of the Partnership, the Partnership Representative shall cause the Partnership to make a timely election under Section 6226(a)(1) of the Code (a "Push-Out Election") with respect to any imputed underpayment for the reviewed year or years. After such Push-Out Election is made, the Partnership shall timely furnish to the IRS and each person that was a Partner of the Partnership during the reviewed year to which such underpayment relates a statement (the "Section 6226 Statement") of such Partner's share of any adjustment to income, gain, loss, deduction or credit for the reviewed year, as determined in the FPAA. To the extent the Partners' respective shares of such adjustments are not determined in the FPAA, AHF shall determine such shares based on the allocations described in Exhibit J of this Agreement for the reviewed year, which determination shall be made in the reasonable discretion of AHF. Each Partner receiving a Section 6226 Statement with respect to a reviewed year shall timely report and pay such Partner's tax liability imposed by the Code for the Partner's taxable year that includes the date on which the Section 6226 Statement was furnished to the Partner, which tax liability shall include the "adjustment amounts" described in Section 6226(b)(2) of the Code, including interest determined in the manner and at the underpayment rate specified in Section 6226(c)(2) of the Code and any applicable penalties and additions to tax (which are determined at the Partnership level under Sections 6221(a) and 6226(c)(1) of the Code but imposed on the Partners). Each such Partner shall timely provide to the Partnership such evidence as AHF shall reasonably require to establish the Partner's compliance with the requirements of Section 6226 of the Code.
Partnership Audit Rules. The Principal Member shall be entitled, in its sole discretion to make an election under Section 6221(b) of the Code on each income tax return for each taxable year in which the Company is eligible under applicable Law to make such an election. For any taxable year for which Principal Member does not make such election or the election is otherwise unavailable under applicable Law:
Partnership Audit Rules. Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to the income tax returns of the Operating Partnership or any other partnership, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from the Operating Partnership or such other partnership. The Operating Partnership or any other partnership may elect to have its partners take such audit adjustment into account in accordance with their interests in the Operating Partnership or such other partnership during the tax year under audit, but there can be no assurance that such election will be effective in all circumstances. If, as a result of any such audit adjustment, the Operating Partnership or any other partnership is required to make payments of taxes, penalties and interest, the cash available for distribution to its partners might be substantially reduced. Prospective investors should consult with their own tax advisors with respect to these changes and their potential impact on their investment in the Company’s securities or the Operating Partnership’s debt securities.
Partnership Audit Rules. The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the new rules (which are generally effective for taxable years beginning after December 31, 2017), among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto are assessed and collected, at the partnership level. It is possible that these rules could result in partnerships in which Ventas directly or indirectly invests being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Investors are urged to consult their tax advisors with respect to these changes and their potential impact on their investment in Ventas Common Stock. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF VENTAS COMMON STOCK The following discussion is a summary of the material U.S. federal income tax consequences of owning and disposing of Ventas Common Stock received in the Merger by U.S. holders and non-U.S. holders. Taxation of Taxable U.S. Holders of Ventas Common Stock
Partnership Audit Rules. For each of the Purchased Companies, for the taxable year that includes the Closing Date, Buyer shall not, and shall cause its Affiliates not to, elect to apply the rules in subchapter C of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015.
Partnership Audit Rules. If, in any taxable year involving a taxable period (or portion thereof) prior to the Closing Date in which the Company or any Subsidiary does not elect out under Section 6221(b) of the Code, the IRS makes an adjustment to an item of income, gain, loss, deduction, or credit of the Company or such Subsidiary (or any partner’s or member’s distributive share thereof) that would result in an “imputed underpayment” within the meaning of Section 6225 of the Code (such imputed underpayment, together with any associated interest and penalties, an “Imputed Underpayment”), the Company or its Subsidiaries, as the case may be, shall, if permitted under Section 6226 of the Code, timely and properly make the election to “push out” any adjustments to the partners, such that the Company or such Subsidiary, as the case may be, shall not be liable for any Imputed Underpayment resulting from such adjustments.
Partnership Audit Rules. With respect to any Tax period ending on or prior to the Closing Date for which Sections 6221 through 6241 of the Code apply to the Company unless otherwise agreed in writing by Buyer and, notwithstanding anything herein to the contrary, the Equityholder Representative and the Members shall (i) cause the Company to make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment by the Company and (ii) take any other action such as filings, disclosures and notifications necessary to effectuate such election.
Partnership Audit Rules. The Company shall make an election out of the centralized partnership audit rules pursuant to Section 6221(b) of the Code, as amended by the BBA, for tax years 2020 and 2021.
