754 Election and Other Tax Elections. In the event of a distribution of property to a Member, or a transfer of any interest in the Company permitted under the Act or this Agreement, the Company, upon written request of the transferor or transferee, shall file a timely election under this section 754 of the Code and the regulations thereunder to adjust the basis of the Company’s assets under section 734(b) or 743(b) of the Code and a corresponding election under the applicable provisions of state and local law, and the Person making such request shall pay all costs incurred by the Company in connection therewith, including reasonable ??? accountants’ fees. Other tax elections and elections relating to Taxes not specifically governed by another provision of this Agreement shall be made as agreed by the Board of Managers.
Appears in 6 contracts
Samples: Operating Agreement (Armstrong Coal Company, Inc.), Asset Purchase Agreement (Armstrong Coal Company, Inc.), Operating Agreement (Armstrong Energy, Inc.)
754 Election and Other Tax Elections. In the event of a distribution of property to a Member, or a transfer of any interest in the Company permitted under the Act or this Agreement, the Company, upon the written request of the transferor or transferee, shall file a timely election under this section 754 of the Code and the regulations Income Tax Regulations thereunder to adjust the basis of the Company’s 's assets under section 734(b) or 743(b) of the Code and a corresponding election under the applicable provisions of state and local law, and the Person person making such request shall pay all costs incurred by the Company in connection therewith, including reasonable ??? attorneys' and accountants’ ' fees. Other tax elections and elections decisions relating to Taxes not specifically governed by another any other express provision of this Agreement shall be made as agreed by the Board of ManagersDirectors.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Phillips Petroleum Co), Limited Liability Company Agreement (Chevron Phillips Chemical Co Lp), Limited Liability Company Agreement (Chevron Phillips Chemical Co LLC)
754 Election and Other Tax Elections. In the event of a distribution of property to a Member, or a transfer of any interest in the Company permitted under the Act or this Agreement, the Company, upon written request of the transferor or transferee, shall file a timely election under this section 754 of the Code and the regulations thereunder to adjust the basis of the Company’s assets under section 734(b) or 743(b) of the Code and a corresponding election under the applicable provisions of state and local law, and the Person making such ??? request shall pay all costs incurred by the Company in connection therewith, including reasonable ??? accountants’ fees. Other tax elections and elections relating to Taxes not specifically governed by another ??? provision of this Agreement shall be made as agreed by the Board of Managers.
Appears in 3 contracts
Samples: Formation and Transfer Agreement (Armstrong Energy, Inc.), Asset Purchase Agreement (Armstrong Energy, Inc.), Operating Agreement (Armstrong Energy, Inc.)
