INTERNAL REVENUE CODE ELECTION. This agreement is not intended to create, and shall not be construed to create, a relationship of partnership or an association for profit between or among the parties hereto. Notwithstanding any provision herein that the rights and liabilities hereunder are several and not joint or collective, or that this agreement and operations hereunder shall not constitute a partnership, if, for federal income tax purposes, this agreement and the operations hereunder are regarded as a partnership, each party hereby affected elects to be excluded from the application of all of the provision of Subchapter "K", Chapter 1, Subtitle "A", of the Internal Revenue Code of 1986, as permitted and authorized by Section 761 of the Code and the regulations promulgated thereunder. Operator is authorized and directed to executed on behalf of each party hereby affected such evidence of this election as may be required by the Secretary of the Treasury of the United States or the Federal Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required, by Federal Regulation 1.761. Should there be any requirement that each party hereby affected give further evidence of this election, each such party shall execute each documents and furnish such other evidence as may be required by the Federal Internal Revenue Service or as may be necessary to evidence this election. No such party shall give any notices or take any other action inconsistent with the election made hereby. If any present or future income tax law of the state or states in which the Contract Area is located of any further income tax laws of the United States contain provisions similar to those in Subchapter 1, Subtitle “A”, of the internal Revenue Code of 1986, under which an election similar to that provided by Section 761 of the Code is permitted, each party hereby affected shall make such election as may be permitted or required by such laws. In making the foregoing election, each such party states that the income derived by such party from operations hereunder can be adequately determined without the computation of partnership taxable income.
INTERNAL REVENUE CODE ELECTION. If, for federal income tax purposes, this agreement and the operations under it are regarded as a partnership, and if the parties have not otherwise agreed to form a tax partnership pursuant to Exhibit “G” or other agreement between them, each affected Party elects to be excluded from the application of all of the provisions of Subchapter “K,” Chapter 1, Subtitle “A,” of the Internal Revenue Code of 1986, as amended (“Code”), as permitted and authorized by Section 761 of the Code and the regulations promulgated under it. Operator is authorized and directed to execute on behalf of each affected Party evidence of this election as may be required by the Secretary of the Treasury of the United States or the Federal Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by Treasury Regulations §1.761. Should there by any requirement that each affected Party gives further evidence of this election, each Party shall execute the documents and furnish the other evidence as may be required by the Federal Internal Revenue Service or as may be necessary to evidence this election. No Party shall give any notices or take any other action inconsistent with this election. If any present or future income tax laws of the state or states in which the Contract Area is located or any future income tax laws of the United States contain provisions similar to those in Subchapter “K,” Chapter 1, Subtitle “A,” of the Code, under which an election similar to that provided by Section 761 of the Code is permitted, each affected Party shall make that election as may be permitted or required by those laws. In making the foregoing election, each Party states that the income derived by the Party from operations under this agreement can be adequately determined without the computation of partnership taxable income.
INTERNAL REVENUE CODE ELECTION. At its option, following the Closing Date SYS may make an election under Section 338 of the Internal Revenue Code of 1986, as amended, with regard to the Acquisition.
INTERNAL REVENUE CODE ELECTION. This Contract is not intended to create, land shall not be construed to create, a relationship of partnership or an association for profit between or among the partied hereto. If, for Federal income tax purposes, this Contract and the operations hereunder are regarded as a partnership, each party hereby affected elects to be excluded from the application of all of the provisions of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 198.6, as permitted and authorized by Section 761 of the Code and the regulations promulgated thereunder. If any present or future income tax laws of the State of Kansas or any future income tax laws of the United States contain provisions similar to those in Subchapter K, Chapter 1, subtitle A, of the Internal Revenue Code of 1986, under which an election similar to that provided by Section 761 of the Code is permitted, each party hereby affected shall make such election as may be permitted or required by such laws.
INTERNAL REVENUE CODE ELECTION. In accordance with Section 8(e) of the LLC Agreement, the Company will elect to adjust the basis of the Company’s property in accordance with the provisions of the Internal Revenue Code.
INTERNAL REVENUE CODE ELECTION. This agreement is not intended to create and shall not be construed to create a relationship of partnership or an association for the profit between or among the parties hereto. Therefore each party hereby effected elects to be excluded from the application of all other provision of subchapter "K" chapter one subtitle "A", of the Internal Revenue Code as permitted and authorized by Section 761 of the Code and the regulations thereunder. In witness whereof the parties have cause these presents to be duly signed and sealed the day and year first above written. /s/ CHAMXX XXXXXXXX -------------------------------------- Chamxx Xxxxxxxx /s/ ARUNX XXXXXXXX -------------------------------------- Arunx Xxxxxxxx Air Drilling Services, Inc. /s/ MARK XXXXXX -------------------------------------- By: Mark Xxxxxx ---------------------------------- Its: Executive Vice President Specialty Testing and Consulting Ltd. -------------------------------------- By: ---------------------------------- Canadian Air Drilling
INTERNAL REVENUE CODE ELECTION. Prior to the Closing a Tax Basis Study will be prepared at Buyer’s expense by Xxxxx Xxxxxx and Company LLC and submitted to Seller for review by Seller and, at Buyer’s expense, by Seller’s accountants to illustrate the tax impact on the Seller of making the Election. If Buyer determines that making the Election is in its best interest, Seller agrees to make the Election and Buyer will pay to Seller at the Closing as additional purchase price (“Additional Purchase Price”) an amount equal to any additional taxes estimated by Seller and Buyer that Seller will pay as a result of making the Election plus an additional amount added to the Purchase Price (“Gross-up Amount”) such that the purchase price received by Seller after deducting the Additional Purchase Price and after deducting taxes on the Additional Purchase Price and taxes on the Gross-up Amount is equal to $15,000,000. Buyer will also reimburse Seller at the Closing for a reasonable amount of additional legal and accounting fees incurred by Seller in connection with the Election and this amendment to the Purchase Agreement. The Tax Basis Study approved by Seller and Buyer will be utilized in the preparation of Schedule 2.5. Third: A new subparagraph shall be added to section 6.3 reading as follows:
INTERNAL REVENUE CODE ELECTION. 12.1 It is not the intention of the Parties to create a partnership, association, trust or other semblance of business entity. The rights and obligations of the Parties are intended and declared to be several and not joint or collective, and nothing contained in this Agreement or in any agreement made pursuant hereto shall ever be construed to create a partnership, association, trust or other business entity recognizable in law for any purpose, or to impose a partnership right or obligation with respect to the Parties. Each Party shall be individually responsible only for its own obligations as set out in this Agreement and shall be liable only for its own proportionate share of the costs and expenses as herein stipulated.
INTERNAL REVENUE CODE ELECTION. With respect to this Agreement, each of the parties elects under Section 761(a) of the Internal Revenue Code of 1986, as amended, to be excluded from the provisions of Subchapter K of Chapter 1 of Sub Title A of the Internal Revenue Code of 1986, as amended. If the income tax laws of the state or states in which the property covered by this Agreement is located contain, or may subsequently contain, a similar election, each of the parties agrees that the election shall be exercised. Beginning with the first taxable year of operations under this Agreement, each party agrees that the deemed election provided by Section 1.761-2(b)(2)(ii) of the Regulations under the Internal Revenue Code of 1986, as amended, will apply; and no party will file an application under Section 1.761-2 (b)(3)(i) and (ii) of the Regulations to revoke the election. Each party agrees to execute the documents and make the filings with the appropriate governmental authorities as may be necessary to effect the election.
INTERNAL REVENUE CODE ELECTION. If, for federal income tax purposes, this Agreement, the appendixes hereto, and the operations hereunder are regarded as a partnership, each Owner thereby affected elects to be excluded from the application of all of the provisions of Subchapter “K”, Chapter 1, Subtitle “A” of the Internal Revenue Code as permitted and authorized by Section 761 of the Internal Revenue Code and the regulations promulgated thereunder. Should there be any requirement that each affected Owner give further evidence of this election, each such Owner shall execute such documents and furnish such other evidence as may be required by the Internal Revenue Service or as may be necessary to evidence this election. No such Owner shall give any notices or take any other action inconsistent with the election made hereby. If any present or future Federal or state income tax Laws contain provisions similar to that provided by Section 761 of the Internal Revenue Code, each Owner hereby affected shall make such election as may be permitted or required by such Laws. In making the foregoing election, each such Owner states that the income derived by such Owner from operations hereunder can be adequately determined without the computation of partnership taxable income.
