Other Tax Elections Sample Clauses
Other Tax Elections. Except as provided in Section 16.c hereof, relating to the tax classification of the Company, the Board of Managers may make, or not make, in its sole and absolute discretion, any tax election provided under the Code, or any provision of state, local or foreign tax law. Any determination made pursuant to this Section 16.d by the Board of Managers shall be conclusive and binding on the Member.
Other Tax Elections. The Purchaser and the Vendor shall also execute and deliver such other Tax elections and forms as they may mutually agree upon.
Other Tax Elections. The Fund, in the sole discretion of the Manager, may make, alter, amend or revoke all elections required or permitted to be made by the Fund under any applicable state or local tax law or regulation.
Other Tax Elections. Subject to Section 6.06(b) the General Partner shall have the discretion to make or not make all elections with respect to the Partnership permitted under the Code, Treasury Regulations, or other tax laws or regulations, including but not limited to elections under Code Section 754.
Other Tax Elections. The Manager may, in its sole discretion, make or revoke the elections referred to in section 754 of the Code or any corresponding provisions of state tax laws. Each of the Members will upon request supply the information necessary to properly give effect to such elections. The Manager shall revalue Company property to its fair market value (taking into account section 7701(g) of the Code) on the revaluation date in accordance with section 1.704-1(b)(2)(iv)(f) of the Regulations, and shall adjust the Capital Accounts of the Members as described herein when any new or existing Member contributes money or other property (other than a de minimis amount) to the Company in exchange for an interest in the Company or when the Company distributes money or other property (other than a de minimis amount) to a withdrawing or continuing Member in exchange for all or a portion of such Member's interest in the Company.
Other Tax Elections. Correvio and Cardiome shall also execute and deliver such other Tax elections and forms as they may mutually agree upon.
Other Tax Elections. The Company shall be taxed as provided in Section 00-00-000 U.C.A. 2001 as amended, for state tax purposes. The Managers may, in their sole discretion, make or revoke the elections referred to in section 754 of the Code. Each of the Members will upon request supply the information necessary to properly give effect to such elections. The Managers shall revalue Company property at its fair market value (taking into account section 7701(g) of the Code) on the revaluation date in accordance with section 1.704-1-(b)(2)(iv)(f) of the Regulations, and shall adjust the Capital Accounts of the Members as described herein when any new or existing Member contributes money or other property (other than a de minimis amount) to the Company in exchange for an interest in the Company or when the Company distributes money or other property (other than a de minimis amount) to a withdrawing or continuing Member in exchange for all or a portion of such Member’s interest in the Company.
Other Tax Elections. Xxxxx and Xxxxxx shall execute and deliver such other Tax elections and forms as they may mutually agree upon. Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets (including access to Books and Records and Tax Returns and related working papers dated before Closing) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authority, the prosecution or defense of any claims, suit or proceeding relating to any Tax, and the claiming by Buyer of any federal, provincial or local business tax credits or incentives that Buyer may qualify for in any of the jurisdictions in which any of the Purchased Assets are located; provided
Other Tax Elections. Parent shall make, or cause to be made, the elections described in items 1 and 2 of Section 6.1(a) of the Seller Disclosure Letter.
Other Tax Elections. (a) Notwithstanding anything to the contrary herein, the Parties hereto agree and acknowledge to make, and shall cause the Purchased Entity and each of its Subsidiaries treated as a partnership for U.S. federal income tax purposes to make (a) an election under Section 754 of the Code (and under any similar provisions of state or local Law) with respect to the taxable year of the Purchased Entity (and any such Subsidiary, as applicable) including the Transaction and (b) to the extent requested by the Seller or the Purchaser, a “push-out” election under Section 6226 of the Code and the Treasury Regulations thereunder (and any analogous provisions of state or local income Tax Law) with respect to any Tax Return or Tax Proceeding for a Pre-Closing Tax Period or Straddle Period (and the Parties hereto shall, and shall cause their Affiliates to, cooperate to cause (including by causing any “partnership representative” or “designated individual” to cooperate to cause) any such election to be made); provided further that the Purchased Entity and its Subsidiaries treated as a partnership for U.S. federal income tax purposes shall not make an election to use the provisions of Section 6225(c)(2)(A) or (B) of the Code for any relevant year without the prior written consent of the Seller.
(b) Notwithstanding anything in this Agreement to the contrary, (i) if any Subsidiary of the Purchased Entity that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code (“CFC”) is included in a “CFC group” (within the meaning of Treasury Regulations Section 1.951A-2(c)(7)(viii)(E) or Proposed Treasury Regulations Section 1.954-1(d)(6)(v)(B)(1) (or a finalized version thereof)) that also includes any Subsidiary of Seller (other than a Subsidiary of the Purchased Entity), then Seller shall be entitled to determine whether to make or revoke any elections that, if made or revoked, must be made or revoked with respect to all CFCs that are members of the CFC group (and shall be entitled to make all other related determinations that must be made with respect to all CFCs that are members of the CFC group) (“Conforming Determinations”) and (ii) the Parties shall take such actions as may be required to make or revoke any such election, and reflect such determination on any relevant Tax Returns, in accordance with Seller’s determination; provided, that with respect to clauses (i) and (ii) Seller shall consult with Purchaser and shall consider in good faith Purcha...