2Tax Elections Clause Samples
The "Tax Elections" clause establishes which party has the authority to make decisions regarding tax elections related to the subject matter of the agreement. In practice, this clause specifies who can choose how certain transactions are treated for tax purposes, such as electing to treat a purchase as an asset sale or a stock sale, or deciding on the application of specific tax provisions. By clearly assigning responsibility for tax elections, the clause helps prevent disputes between parties and ensures that tax-related decisions are made efficiently and in alignment with the overall intent of the agreement.
2Tax Elections. Except as otherwise provided herein, the General Partner shall, in its sole discretion, determine whether to make any available election pursuant to the Code; provided, however, that the General Partner shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder. The General Partner shall have the right to seek to revoke any such election (including, without limitation, the election under Section 754 of the Code) upon the General Partner’s determination in its sole discretion that such revocation is in the best interests of the Limited Partner.
2Tax Elections. The Taxable Year shall be the Fiscal Year unless the Board shall determine otherwise or as required by law. Except as provided in this Section 8.2 and subject to Section 5.1, the Board shall determine whether to make or revoke any available election pursuant to the Code other than the election to be treated as a partnership for federal income tax purposes. If a distribution of Company property as described in Section 734 of the Code occurs or if a transfer of an “Interest”, as described in Section 743 of the Code, occurs, on request by notice from the transferring Member (if a transfer) or any Member (if a distribution), the Company will elect, pursuant to Section 754 of the Code, to adjust the basis of Company properties. Each Member will upon request supply any information necessary to give proper effect to any elections made by the Company.
2Tax Elections. The Taxable Year shall be the Fiscal Year unless the General Partner shall determine otherwise. Except as provided in this Section 8.2, the General Partner shall determine whether to make or revoke any available election pursuant to the Code other than the election to be treated as a partnership for federal income tax purposes. If a Distribution of Partnership property as described in Section 734 of the Code occurs or if a transfer of an “Interest,” as described in Section 743 of the Code, occurs, on request by notice from the transferring Partner (if a transfer) or any Partner (if a Distribution), the Partnership will elect, pursuant to Section 754 of the Code, to adjust the basis of Partnership properties. Each Partner will upon request supply any information necessary to give proper effect to any elections made by the Partnership.
2Tax Elections. The Company shall make the following elections on the appropriate tax returns:
(a) to adopt the calendar year as the Company's fiscal year;
(b) if a distribution of Company property as described in Section 734 of the Code occurs or if a transfer of a Membership Interest as described in Section 743 of the Code occurs, on written request of any Member, to elect, pursuant to Section 754 of the Code, to adjust the basis of Company properties;
(c) to elect to amortize the organizational expenses of the Company and the startup expenditures of the Company ratably over a period of sixty (60) months as permitted under Section 195 and Section 709(b) of the Code; and
(d) any other election including, without limitation, whether the Company shall adopt a cash or accrual method of accounting as the Managers may deem appropriate and in the best interests of the Members. Neither the Company nor any Managers or Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this Company Agreement (including, without limitation, Section 2.8) shall be construed to sanction or approve such an election.
2Tax Elections. The Company shall make the following elections on the appropriate tax returns:
(a) to adopt the calendar year as the Company’s fiscal year;
(b) to elect to deduct the organizational expenses of the Company and the startup expenditures of the Company ratably over a period of one hundred eighty (180) months as permitted under Section 195 and Section 709(b) of the Code; and
(c) any other election including, without limitation, whether the Company shall adopt a cash or accrual method of accounting as the Manager may deem appropriate and in the best interests of the Members. Neither the Company nor any Manager or Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this Company Agreement (including, without limitation, Section 2.8) shall be construed to sanction or approve such an election.