Election to be Filed. As managing member of IBG LLC, IBGI shall cause IBG LLC to file an election under Section 754 of the Code commencing with its Taxable Year in which the Original Sale occurs.
Election to be Filed. As the sole member of the general partner of Premier LP, Premier shall cause Premier LP and each Premier LP Group member that is treated as a partnership for United States federal income tax purposes to file an election under Section 754 of the Code commencing with its Taxable Year in which the Original Sale occurs, unless such entity already has a Section 754 election in effect, and shall not cause any such entity to revoke such election until this Agreement is no longer in effect for any Limited Partner. If Premier LP acquires an interest in an entity that is treated as a partnership for United States federal income tax purposes, Premier shall use its best efforts to cause such entity to file an election under Section 754 of the Code effective for each such entity’s Taxable Year in which such acquisition occurs, unless such entity already has an election under Section 754 of the Code in effect, and shall not cause such entity to revoke such election until this Agreement is no longer in effect.
Election to be Filed. As managing member of Holdings II, the Corporation shall cause Holdings II and each Holdings II Group member that is treated as a partnership for U.S. federal income tax purposes to file an election under Section 754 of the Code commencing with its Taxable Year in which the Original Issue occurs and shall not cause any such entity to revoke such election until this Agreement is no longer in effect. If Holdings II acquires an interest in an entity that is treated as a partnership for U.S. federal income tax purposes, the Corporation shall use its best efforts to cause such entity to file an election under Section 754 of the Code effective for each such entity’s Taxable Year in which such acquisition occurs, unless such entity already has an election under Section 754 of the Code in effect, and shall not cause such entity to revoke such election until this Agreement is no longer in effect.
Election to be Filed. As general partner of the Limited Partnership, the Corporation shall cause the Limited Partnership to file an election under Section 754 of the Code commencing with its Taxable Year in which the Original Sale occurs.
Election to be Filed. As managing member of NBP LLC, National Beef shall cause NBP LLC and each NBP LLC Group member that is treated as a partnership for United States federal income tax purposes to file an election under Section 754 of the Code commencing with its Taxable Year in which the Original Sale occurs, unless such entity already has a Section 754 election in effect, and shall not cause any such entity to revoke such election until this Agreement is no longer in effect for any Non-Corporate Member. If NBP LLC acquires an interest in an entity that is treated as a partnership for United States federal income tax purposes, National Beef shall use its best efforts to cause such entity to file an election under Section 754 of the Code and comparable elections under foreign, state and local tax law effective for each such entity’s Taxable Year in which such acquisition occurs, unless such entity already has an election under Section 754 of the Code and comparable elections under foreign, state and local tax law in effect, and shall not cause such entity to revoke such election until this Agreement is no longer in effect.
Election to be Filed. As the sole managing member of ZGP, Holdings shall cause ZGP and each ZGP Group member that is treated as a partnership for United States federal income tax purposes to file an election under Section 754 of the Code commencing no later than with its first Taxable Year which includes an Exchange, unless such entity already has a Section 754 election in effect, and shall not cause any such entity to revoke such election until this Agreement is no longer in effect for any Non-Holdings Member. If ZGP acquires an interest in an entity that is treated as a partnership for United States federal income tax purposes, either directly or indirectly through one or more entities treated as a partnership or disregarded entity for Federal Tax purposes, Holdings shall use its best efforts to cause such entity to file an election under Section 754 of the Code effective for each such entity’s Taxable Year in which such acquisition occurs, unless such entity already has an election under Section 754 of the Code in effect, and shall not cause such entity to revoke such election until this Agreement is no longer in effect.
Election to be Filed. As the sole managing member of Company, Parent shall cause Company and each Company Group member that is treated as a partnership for United States federal income tax purposes to file an election under Section 754 of the Code (a “754 Election”) commencing no later than with its first Taxable Year which includes an Exchange, unless such entity already has a 754 Election in effect, and shall not cause any such entity to revoke such election until this TRA is no longer in effect for any Class B Unitholder. If Company acquires an interest in an entity that is treated as a partnership for United States federal income tax purposes, either directly or indirectly through one or more entities treated as a partnership or disregarded entity for United States federal income tax purposes, Parent shall use its best efforts to cause such entity to file a 754 Election effective for each such entity’s Taxable Year in which such acquisition occurs, unless such entity already has a 754 Election in effect, and shall not cause such entity to revoke such election until this TRA is no longer in effect.
Election to be Filed. As managing member of JGWPT LLC, the Corporation shall cause JGWPT LLC and each direct or indirect subsidiary (owned through a chain of pass-through entities) of JGWPT LLC that is a partnership for U.S. federal income tax purposes to file an election under Section 754 of the Code effective for such entity’s Taxable Year in which the consummation of the Initial Public Offering occurs (or, if such entity is formed or acquired after such Taxable Year, for the Taxable Year of such formation or acquisition), and shall not cause JGWPT LLC to revoke or cause to be revoked such election until this Agreement is no longer in effect.
Election to be Filed. As managing member of EC LLC, the Corporation shall cause EC LLC and each direct or indirect subsidiary ((but only if such indirect subsidiaries are held only through subsidiaries treated as pass-through entities) of EC LLC that is a partnership for U.S. federal income tax purposes to file an election under Section 754 of the Code effective for such entity’s Taxable Year in which the Original Sale occurs (or, if such entity is formed or acquired after such Taxable Year, for the Taxable Year of such formation or acquisition), and shall not cause EC LLC to revoke or cause to be revoked such election until this Agreement is no longer in effect.
