BBA Rules - Elections and Imputed Underpayment Modifications Sample Clauses

BBA Rules - Elections and Imputed Underpayment Modifications. If the Partnership Representative makes a push out election with respect to any adjustment to any partnership-related item to the extent such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code, or any analogous provision of state or local law (“covered audit adjustment”), each Partner (including transferees or successors of any Partner) covenants and agrees that it shall (1) pay any and all resulting taxes, additions to tax, penalties and interest in a timely fashion and (2) cooperate with the Partnership and the Partnership Representative in good faith. To the extent the Partnership Representative does not make a push out election with respect to any covered audit adjustment, the Partnership Representative may make any modification under Section 6225(c) of the Code (or any analogous provision of state or local law) and each Partner shall, as requested by the Partnership Representative, take such action as may be necessary or prudent for the Partnership Representative to seek an imputed underpayment modification under Section 6225(c) of the Code (or any analogous provision of state or local law) (“imputed underpayment modification”), including, for the avoidance of doubt, filing an amended federal or state income tax return or following an alternative procedure to filing an amended federal income tax return, as described in Section 6225(c) of the Code, paying any and all resulting federal and state income taxes penalties and interest in a timely fashion, providing all necessary information to the Partnership to support the modification of the tax rate applicable to any imputed underpayment modification pursuant to Section 6225(c)(4) of the Code, and providing an affidavit to the Partnership Representative that such actions have been taken). To the extent the Partnership representative