Certain Elections. (a) If Xxxxxxx Controls determines, in its sole discretion, that a protective election under Section 336(e) of the Code (a “Section 336(e) Election”) shall be made with respect to any Old Xxxxxxx Controls Internal Distribution, Adient shall (and shall cause the relevant member of the Adient Group to) join with Xxxxxxx Controls or the relevant member of the Xxxxxxx Controls Group in the making of such election and shall take any action reasonably requested by Xxxxxxx Controls or that is otherwise necessary to give effect to such election (including making any other related election permitted by applicable Law); provided, however, that Xxxxxxx Controls shall reimburse Adient (and any relevant member of the Adient Group) for all reasonable costs and expenses incurred by Adient (or any relevant member of the Adient Group) to amend any Tax Returns or amend or file any other governmental filings related to such Section 336(e)
Certain Elections. The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a sixty-month period as provided in Section 709 of the Code. In connection with the first transfer of a Partnership Interest permitted under this Agreement, the General Partner shall cause the Partnership, on behalf of the Partnership and at the time and in the manner provided in Section 1.754-1(b) of the Regulations, to make an election to adjust the basis of the Partnership's property in the manner provided in Sections 734(b) and 743(b) of the Code.
Certain Elections. (a) In the event that a distribution of any of the Company’s assets is made in the manner provided in Code Section 734, where a transfer of an interest in the Company permitted by this Agreement is made in the manner provided in Code Section 743, or in any other circumstance permitting an election to be made under Section 754 of the Code, then, upon the request and at the expense of any Partner, the Company shall file an election under Code Section 754, in accordance with procedures set forth in the applicable Regulations. The Partners’ Capital Accounts shall be adjusted in accordance with Regulations Section 1.704-1(b)(2)(iv)(m). Each Partner shall provide the Company with all information necessary to give effect to any election under Code Section 754.
(b) In the event of any change in the Code or Regulations which could affect any Partner and with respect to which the Company may elect to either have such change apply, or not apply, then the Company will make such election or not make such election in a manner that the tax provisions contained in this Agreement shall remain in effect unless all of the Partners agree that the Company should make such election or not make such election in another manner; provided, however, that if NYSCRF (at its expense) obtains an opinion, from recognized tax counsel selected by NYSCRF and reasonably satisfactory to the General Partners, that solely on account of the Company’s making the election or the Company’s failing to make the election will (based upon the assumptions set forth in Section 6.12) cause (i) the allocations to NYSCRF under ARTICLE IV to be UBTI, (ii) NYSCRF no longer to be a “qualified organization” (within the meaning of Code Section 514(c)(9)(C)), or (iii) any indebtedness of the Company to not qualify for the exceptions to “acquisition indebtedness” under Code Section 514(c)(9)(A), then the Company shall make such election or refrain from making such election in the manner specified by NYSCRF, and the Partners shall promptly modify this Agreement in a manner to maintain as nearly as possibly the same economic effect on the Partners as would have existed had such election been made or not been made, as the case may be, to the maximum extent permitted by applicable law, but in no event shall such change have a negative economic impact on the General Partner.
Certain Elections. Except as set forth on Section 3.10(g) of the Seller Disclosure Letter the Companies have elected under Treasury Regulations Section 301.7701-3 (or other similar provision of Tax law) to be treated as disregarded entities for U.S. tax purposes.
Certain Elections. Parent, in its sole discretion, shall be permitted to make a ratable election pursuant to Treasury Regulation 1.1502-76(b)(ii)(2) with respect to the distributive share of any SpinCo Entity that is treated as a partnership for U.S. federal income tax purposes.
Certain Elections. (a) At Seller's request, Purchaser shall cause any of the Transfer Group Companies to make and/or join with Seller in making any election after the Closing Date; provided that the making of such election does not have an adverse impact on Purchaser (or the Transfer Group Companies) for any Tax period ending after the Closing Date.
(b) Purchaser shall not permit the Transfer Group Companies to carry back any loss, deduction or credit to any taxable period that ends on, prior to or which includes the Closing Date.
Certain Elections. None of the Target Companies will be required to pay any Tax after the Closing Date as a result of an election made pursuant to Section 965(h) of the Code prior to the Closing Date.
Certain Elections. Seller and CNB agree that neither shall make ----------------- or cause CNB to be bound by any Code Section 338 or 338(h)(10) election, or any similar election under state, local or foreign jurisdiction tax law. Seller shall not make any election under Treasury Regulation (S)1.1502-20 (or any successor or equivalent state, local or foreign provision), the effect of which would cause any portion of the Bank's net operating loss to be reattributable to Seller. No other election shall be made, or action taken, the effect of which would reduce, impair or eliminate any tax basis in the assets of the Bank, or any of the Bank's net operating losses, which exist at the Closing Date.
Certain Elections. Unless Buyer provides advance written consent to the contrary, PSC shall make an election pursuant to Treasury Regulation Section 1.1502-36(d)(6)(i)(A) only with respect to each Acquired Company listed on Section 7.9.8 of the Disclosure Schedules for which such an election is available to the extent necessary to cause no reduction to the tax attributes of any Acquired Company upon disposition. Seller shall not make an election pursuant to Treasury Regulation Section 1.1502-36(d)(6)(i)(B) or (C) to reattribute any portion of the tax attributes of any Acquired Company to PSC in an absence of Buyer’s advance written consent.
Certain Elections. DCP shall not make any Tax elections that would affect HOLDINGS or any of its Affiliates (including the LLCs) for any taxable period (or portion thereof, determined under Section 6.12(f)) ending on or prior to the Closing Date.
