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 give 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(g) of the Internal Revenue Code of 1986, as amended, with regard to the Merger.
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. 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 F 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 (“IRS”), 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 give further evidence of this election, each Party shall execute the documents and furnish the other evidence as may be required by the IRS 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 of Nevada 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. The Joint Venturers agree and declare that this association for the carrying on of a joint venture business operation does not, and is not intended to create a partnership, for either legal or United States income tax purposes, each Party recognizing that the other is willing and able to contribute capital, labor, and services for the operation of a successful joint venture business. Further, each Party elects under the authority of Section 761(a) of the Internal Revenue Code of 1986 (the "Code"), as amended and all successor statutes, to be excluded from the application of all of the provisions of Subchapter K of Chapter 1 of the Subtitle A of the Code, and the Parties agree that the election out of Subchapter K of Chapter 1 of Subtitle A of the Code shall, if necessary, be manifested by their execution and filing of all appropriate documentation. The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation.
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.
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. At its option, following the effective date of the Registration Statement described in Section 5.2.2, SYS may make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, with regard to the Acquisition. In the event of any such election, SYS agrees that it shall reimburse the RBIS, Ltd. Stockholder for all federal, state and local tax consequences incurred as a result of such election. Such reimbursement shall be made on a “grossed-up” basis taking into account any tax obligations which will be incurred by the RBIS, Ltd. Stockholder on account of receiving such reimbursement. Any such grossed up reimbursement shall be made within 30 days of the determination of all federal, state and local tax consequences which will be incurred by the RBIS, Ltd. Stockholder as a result of such election, shall not exceed $375,000 in amount, and shall be made in the form of restricted shares of SYS Common Stock with a per share value based on the average closing price of SYS Common Stock on its principal trading market over the last ten trading days immediately preceding the issuance of the shares.
INTERNAL REVENUE CODE ELECTION. At its option, following the Closing Date SYS may make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, with regard to the Merger. In the event such election is made, SYS shall pay to each of the Stockholders the dollar amount of each such Stockholder’s federal and state tax, as determined by such Stockholder’s tax advisor(s), that results from the election (the “Tax Consideration”), including any changes in past or future federal and/or state tax amounts that result if the Tax Consideration payment to such Stockholder is deemed by the Internal Revenue Service or other applicable taxing agency to be a part of the Merger Consideration or additional consideration.
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.
