Certain Tax Elections. The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.
Certain Tax Elections. With respect to any Tax election (x) which, if made, would bind one or more members of the Xxxxxxx Group, on the one hand, and one or more members of the Newco Group, on the other hand, including the Specified Tax Elections, or (y) if made by one or more members of one Group would be effective only if the same election is made by one or more members of the other Group, Xxxxxxx shall be entitled in its reasonable discretion, after consultation with Newco, to determine whether the Xxxxxxx Group or the Newco Group shall make such Tax election, and no member of the Newco Group shall make any such Tax election without the prior written consent of Xxxxxxx (which may be granted or withheld in the reasonable discretion of Xxxxxxx, after consultation with Newco). If Xxxxxxx determines that any such Tax election shall be made, or agrees to make such election, in each case in accordance with this Section 8, Newco and Xxxxxxx shall, and shall cause the members of the Newco Group and the Xxxxxxx Group, as appropriate, to cooperate in making such election.
Certain Tax Elections. Buyer and Seller shall make a timely and effective joint election (the "Section 338(h)(10) Election") under Section 338(h)(10) of the Code for USTMAN with respect to the purchase of the Shares. Moreover, Buyer shall prepare completed Forms 8023-A for USTMAN providing for the Section 338(h)(10)
Certain Tax Elections. Except for the Section 338(h)(10) Elections, Purchaser shall not make, and shall cause its Affiliates (including, after the Closing, the members of the Alkali Group) not to make, any election with respect to any member of the Alkali Group (including any election pursuant to Treasury Regulation Section 301.7701-3), which election would be effective or have effect on or prior to the Closing Date. Seller and Purchaser shall, or shall cause their relevant Affiliates to, join in making a timely and irrevocable election under Section 338(h)(10) of the Code (and any corresponding elections under state or local Tax Law) with respect to the purchase and sale of the shares of Alkali Holdco (and the deemed purchase and sale of the shares of each other entity referred to in Section 3.13(c)) (collectively, the “Section 338(h)(10) Elections”). Seller and Purchaser shall cooperate in the preparation of all forms, attachments and schedules necessary to effectuate the Section 338(h)(10) Elections, including IRS Forms 8023 and 8883 and any analogous forms under applicable state and local Tax Laws (collectively, the “Section 338(h)(10) Forms”), in each case, in a manner consistent with the Allocation. Purchaser and Seller shall, or shall cause their relevant Affiliates to, timely file such Section 338(h)(10) Forms with the applicable Tax Authorities. Seller and Purchaser agree that neither of them shall, or shall permit any of its Affiliates to, revoke the Section 338(h)(10) Elections following the filing of the Section 338(h)(10) Forms without the prior written consent of the other Party. Seller and Purchaser shall, and shall cause their respective Affiliates to, (i) file all Tax Returns in a manner consistent with the Section 338(h)(10) Elections, the Section 338(h)(10) Forms and the Allocation and (ii) take no position contrary thereto, except to the extent required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law). At the Closing, Purchaser and Seller shall each deliver to the other Party one or more duly executed IRS Forms 8023 reflecting the Section 338(h)(10) Elections and, as applicable, one or more duly executed analogous forms required pursuant to state or local Law reflecting the Section 338(h)(10) Elections.
Certain Tax Elections. To the maximum extent permitted by applicable law, neither EOS nor any of its Affiliates will carry back to any taxable period of any party or any of its Subsidiaries or Affiliates any loss, credit or deduction incurred or generated in, or attributable to any period commencing after the Closing Date that would affect any Tax Return or Tax of the party or any of its Subsidiaries or Affiliates, and EOS shall agree to make or exercise, or cause to be made or exercised, any and all necessary or permitted elections (including elections pursuant to Section 172(b)(3)(C) of the Code) available under applicable law to avoid any such carry-back.
Certain Tax Elections. If the Company owns an equity interests in any entity treated as a partnership for U.S. federal income tax purposes on the Closing Date, Seller shall use its reasonable best efforts to cause each such entity to make valid elections under Section 754 of the Code (and any similar provision of state or local Tax Law) for the taxable year during which the Closing occurs.
Certain Tax Elections. The Managing Board intends that the Company shall be disregarded for federal, state and local income tax purposes pursuant to Treas. Reg. Section 301.7701-3(b).
Certain Tax Elections. (i) The parties hereto agree that the distributive shares of items of income, gain, loss, deduction and credit of LLC allocable to members of LLC for the Straddle Period will be determined for U.S. federal and applicable state and local income Tax purposes based on the “closing of the books” method as described in Section 706(d)(1) of the Code and Treasury Regulations Section 1.706-1(c) (and corresponding provisions of state or local income Tax Law where applicable) and applying the “calendar day” convention as of the end of the Closing Date, to the extent permitted under Section 706 of the Code and the Treasury Regulations promulgated thereunder (applying such methods and conventions for both LLC and any entity treated as a partnership for U.S. federal income tax purposes in which LLC owns a direct or indirect interest).
(ii) The parties hereto agree to treat Tax deductions arising from or relating to the closing of the transactions under the Merger Agreement (including (v) the repayment of any indebtedness of the LLC or any of its Subsidiaries for borrowed money, (w) the payment or incurrence of transaction-related expenses of LLC and its Subsidiaries, (x) the payment or incurrence of the amounts in respect of the cancellation, termination, cash-out or exercise of stock options, and (y) the payment or incurrence of payroll taxes incurred with respect to the foregoing) (the “Transaction Tax Deductions”) as deductible by the LLC in the Pre-Closing Tax Period and allocable to the Pre-Closing LLC Members to the extent permitted by applicable Law. The parties hereto agree that seventy percent (70%) of success-based fees shall be treated as so deductible by the Pre-Closing LLC Members in accordance with Revenue Procedure 2011-29, which LLC and its Subsidiaries shall reflect on the applicable Pass-Through Tax Returns.
Certain Tax Elections. The EL Entities shall not allow the Contributed Entity or any of its Subsidiaries on or prior to the applicable Closing Date to, make, revoke, or change any Tax election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement with any Governmental Authority, settle any Tax claim or assessment relating to the Contributed Entity or any of its Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment relating to the Contributed Entity or any of its Subsidiaries, or take any other similar action (or omit to take any action) relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing a Tax liability of the Contributed Entity or any of its Subsidiaries for any period ending after the applicable Closing Date.
Certain Tax Elections. The Contributor shall not have allowed any Contributed Entity, the Property Owner or any of their Subsidiaries prior to, on, or after the Closing Date to, make, revoke, or change any Tax election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement with any Governmental Authority, settle any Tax claim or assessment relating to any Contributed Entity, the Property Owner or any of their Subsidiaries, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax Claim or assessment relating to the Contributed Entity, the Property Owner or any of their Subsidiaries, or take any other similar action (or omit to take any action) relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing a Tax liability of any Contributed Entity, the Property Owner or any of their Subsidiaries for any period ending after the Closing Date.
