754 Elections. Seller shall, prior to the Closing, (i) cause each Asset that is classified as (or treated as being held by) a partnership (other than Seller) for federal income tax purposes to either (x) have in effect an election under Section 754 of the Internal Revenue Code for any taxable year that includes the Closing Date or (y) obtain all necessary consents therefor; and (ii) provide evidence satisfactory to Buyer thereof.
754 Elections. The Holdings Pre-Closing Members and Parent shall cause Holdings (i) to make valid elections under Section 754 of the Code, effective for the taxable years of Holdings and 000 X. Xxxxxxxx Operations, LLC including the Closing Date and (ii) to use commercially reasonable efforts to make a valid election under Section 754 of the Code, effective for the taxable year of IP BISC LLC including the Closing Date.
754 Elections. To the extent a valid election under Section 754 of the Code (and any corresponding provisions of state and local law) is not in effect for DCMH or any Subsidiary thereof that is treated as a partnership for U.S. federal income tax purposes, then CCOC shall cause DCMH to make or cause to be made such election(s) in the prescribed time and manner required for such election(s) to be effective for the taxable year that includes the Closing Date. 60 LA_LAN01:362972.20
754 Elections. To the extent an adjustment to the ------------- adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.
754 Elections. With respect to each Acquired Company comprising the Partially-Owned Group for which the election provided for under Section 754 of the Code is not already in effect, Seller shall obtain all consents and approvals from all third parties reasonably anticipated to be required in order to make (or cause to be made) such election with respect to the taxable year of such Acquired Company in which the Closing Date occurs.
754 Elections. If the contemplated India JV is in existence as of the Closing Date, the Tax Return for the period including the Closing Date shall include an election under Section 754 of the Code to the extent allowed in the joint venture agreement of the India JV or if otherwise agreed to in writing with the India JV partners. Any partnership Tax Returns filed for any Solutions JV will also include elections under Section 754 of the Code if the Acquiror requests that such elections be made and the elections are allowed in the operating agreement or other governing documents of such Solutions JV or if otherwise agreed to in writing with the other members of such Solutions JV.
754 Elections. In the event of a transfer of a Partner's Interest or. upon the death of a Partner, the General Partner may (but shall not be required to) file an election in accordance with Code Section 754 and applicable Treasury Regulations, to cause the basis of Partnership Properties to be adjusted for federal income tax purposes, as provided in Sections 734 and 743 of the Code. Each Partner shall, upon the request of the General Partner, execute all documents necessary or convenient to accomplish said election. Any expenses connected with the making of such election, including the legal and accounting costs in connection therewith, in the initial year or any subsequent year, may, at the General Partner's discretion, be charged to the transferee of any interest and may offset such charge against distributions to which such transferee is otherwise entitled.
