Partnership Audit Rules. 12.7.1 The Manager shall be the “partnership representative” for purposes of Code Sections 6223 and 6231 and shall, at the Company’s expense, cause to be prepared and timely filed after the end of each taxable year of the Company all federal and state income tax returns required of the Company for such taxable year. If any state or local tax law provides for a partnership representative or Person having similar rights, powers, authority or obligations, the Manager shall also serve in such capacity.
12.7.2 If any audit adjustment results in an underpayment of tax that is imputed to the Company and would be assessed and collected at the Company level in the period that the adjustment becomes final, the Company may, in the sole discretion of the Manager, elect:
(a) to pay an imputed underpayment as calculated under Code Section 6225(b) with respect to such adjustment, including interest, penalties and related tax (“Imputed Underpayment”) in the Adjustment Year or otherwise take the Internal Revenue Service adjustment into account in the Adjustment Year. The Manager shall use commercially reasonable efforts to reduce the amount of such Imputed Underpayment on account of the tax-exempt status (as defined in Code Section 168(h)(2)) of any Members as provided in Code Section 6225(c)(3). Each Member agrees to indemnify and hold harmless the Company and the Manager from and against any liability with respect to the Member’s proportionate share of any Imputed Underpayment, regardless of whether such Member is a Member in the Adjustment Year, and to promptly pay its proportionate share of any Imputed Underpayment to the Company within 15 days following the Manager’s request for payment and any amount that is not funded shall be treated as a Tax Payment under Section 4.12.
1. Each Member’s (or former Member’s) proportionate share shall be determined by the Manager in good faith taking into account each Member’s (or former Member’s) particular status, including its tax-exempt or non-United States status, its interest in the Company in the Reviewed Year, and its timely provision of information necessary to reduce the amount of Imputed Underpayment set forth in Code Section 6225(c); or
(b) under Code Section 6226(a), to cause the Company to issue adjusted Schedule K-1s or any other similar statement prescribed by the Code, Treasury Regulations or other administrative guidance published by the Internal Revenue Service or other taxing authority to each applicable Member fo...
Partnership Audit Rules. 13.6.1 The Administrative Manager shall be the “partnership representative” for purposes of Code Sections 6223 and 6231, as amended by Section 1101 of the Bipartisan Budget Act of 2015, and shall, at the Company’s expense, cause to be prepared and timely filed after the end of each taxable year of the Company all federal and state income tax returns required of the Company for such taxable year. If any state or local tax law provides for a partnership representative or Person having similar rights, powers, authority or obligations, the Administrative Manager shall also serve in such capacity. The Company shall make such elections pursuant to the provisions of the Code as the Administrative Manager, in its sole discretion, deems appropriate (including, in the Administrative Manager’s sole discretion, an election under Code Section 754 or an election to have the Company treated as an “electing investment partnership” for purposes of Code Section 743).
13.6.2 If any audit adjustment results in an underpayment of tax that is imputed to the Company and would be assessed and collected at the Company level in the period that the adjustment becomes final, the Company may, in the sole discretion of the Administrative Manager, elect:
(a) to pay an imputed underpayment as calculated under Code Section 6225(b) with respect to such adjustment, including interest, penalties and related tax (“Imputed Underpayment”) in the Adjustment Year or otherwise take the Internal Revenue Service adjustment into account in the Adjustment Year. The Administrative Manager shall use commercially reasonable efforts to reduce the amount of such Imputed Underpayment on account of the tax-exempt status (as defined in Code Section 168(h)(2)) of any Members as provided in Code Section 6225(c)(3). Each Member agrees to indemnify and hold harmless the Company and the Administrative Manager from and against any liability with respect to the Member’s (or former Member’s) proportionate share of any Imputed Underpayment, regardless of whether such Member is a Member in the Adjustment Year, and to promptly pay its proportionate share of any Imputed Underpayment to the Company within 15 days following the Administrative Manager’s request for payment and any amount that is not funded shall be treated as a Tax Payment under Section 4.10.
1. Each Member’s (or former Member’s) proportionate share shall be determined by the Administrative Manager in good faith taking into account each Member’s (or former ...
Partnership Audit Rules. 10.6.1 Cottonwood Residential shall be the “partnership representative” for purposes of Code Sections 6223 and 6231, as amended by Section 1101 of the Bipartisan Budget Act of 2015, and shall, at the Company’s expense, cause to be prepared and timely filed after the end of each taxable year of the Company all federal and state income tax returns required of the Company for such taxable year. If any state or local tax law provides for a partnership representative or Person having similar rights, powers, authority or obligations, Cottonwood Residential shall also serve in such capacity. The Company shall make such elections pursuant to the provisions of the Code as Cottonwood Residential, in its sole discretion, deems appropriate (including, in Cottonwood Residential’s sole discretion, an election under Code Section 754 or an election to have the Company treated as an “electing investment partnership” for purposes of Code Section 743). 10.
Partnership Audit Rules. 21.1 The Members acknowledge that Section 1101 of the Bipartisan Budget Act of 2015 (the “Bipartisan 2015 Act”) repeals the existing partnership audit rules in Subchapter C of Chapter 63 of the Code and replaces them with a new partnership audit and tax collection system that, subject to certain exceptions, will impose liability for federal income tax (as well as penalties, additions to tax and interest) attributable to an adjustment to the Company’s income, gain, loss, deduction and credit (and any Member’s distributive share thereof) on the Company rather than its Members. All Section references in this Paragraph 21 are to the partnership audit provisions of Subchapter C of Chapter 63 of the Code as amended by the Bipartisan 2015 Act and in effect for any relevant Company taxable year (such provisions, together with applicable Treasury Regulations and other IRS guidance, are referred to herein as the “New Audit Rules”). As used below, the term “reviewed year” means the Company’s taxable year to which the item being adjusted relates, and the term “adjustment year” means the Company’s taxable year (i) in which a decision of a court becomes final in a petition for readjustment proceeding brought under Section 6234 of the Code, (ii) in which a request for administrative adjustment is made by the Company under Section 6227 of the Code, or (iii) in any other case, in which a notice of final partnership adjustment is mailed under Section 6231 of the Code.
21.2 Unless directed to do otherwise by LJC, LLC, the Company shall (i) if eligible, elect to have the New Audit Rules not apply to the Company and (ii) not elect to have the New Audit Rules apply to the Company before their general effective date under the Code.
21.3 The Company designates itself as the partnership representative (the “Company Representative”) under Section 6223 of the Code. The Manager with the Approval of LJC, LLC shall from time to time appoint the “Designated Individual”, as defined in the applicable Treasury Regulations, to act on the Company Representative’s behalf. The initial Designated Individual is set forth on Exhibit 21.3. Subject to the provisions of this Paragraph 21, the Company Representative shall have all of the powers and authority of a partnership representative under the New Audit Rules and shall represent the Company. The Company Representative shall provide to the Members prompt notice of any communication to or from, or agreements with, any federal, state, or local tax...
Partnership Audit Rules. For each of the Purchased Companies, for the taxable year that includes the Closing Date, Buyer shall not, and shall cause its Affiliates not to, elect to apply the rules in subchapter C of Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015.
Partnership Audit Rules. If, in any taxable year involving a taxable period (or portion thereof) prior to the Closing Date in which the Company or any Subsidiary does not elect out under Section 6221(b) of the Code, the IRS makes an adjustment to an item of income, gain, loss, deduction, or credit of the Company or such Subsidiary (or any partner’s or member’s distributive share thereof) that would result in an “imputed underpayment” within the meaning of Section 6225 of the Code (such imputed underpayment, together with any associated interest and penalties, an “Imputed Underpayment”), the Company or its Subsidiaries, as the case may be, shall, if permitted under Section 6226 of the Code, timely and properly make the election to “push out” any adjustments to the partners, such that the Company or such Subsidiary, as the case may be, shall not be liable for any Imputed Underpayment resulting from such adjustments.
Partnership Audit Rules. In the event that any items related to this Agreement or the Tax Protection Agreement are subject to adjustment and/or assessment by the IRS under the provisions of Code Sections 6221-6241 (or by any tax authority under similar provisions), including without limitation and by way of example an assessment of an imputed underpayment by the IRS on the basis that a Unitholder Indemnity was not effective for federal income tax purposes to result in an allocation of Partnership liabilities to an Indemnitor for purposes of Code Section 752 at least equal to its Required Nonrecourse Debt Amount or Pro Rata Share (and for which the Indemnitor is “at risk” under Code Section 465) (and whether or not the Partnership makes a “push out” or other election with respect to such imputed underpayment), the parties hereto shall reasonably cooperate as necessary to preserve the economic arrangement intended by the terms of this Agreement and the Tax Protection Agreement so that the Indemnitors or the Designated Summit OP Unitholders do not directly or indirectly bear any costs that are intended to be borne by the Partnership under the terms of this Agreement and the Tax Protection Agreement.
Partnership Audit Rules. Neither Seller nor the entities constituting Seller has made an election to have the Partnership Audit Rules apply to taxable years prior to 2018. Seller shall fully disclose to Buyer, promptly upon Seller becoming aware of its occurrence, any changes in facts or circumstances of which Seller becomes aware prior to the Closing that is likely to make any of the representations and warranties set forth above untrue. At the Closing, Seller shall reaffirm and restate the above representations and warranties, subject to disclosure of any changes in facts or circumstances that may have occurred since the date hereof. As reaffirmed and restated at Closing, the aforesaid representations and warranties shall survive the Closing for a period of nine (9) months (the “Survival Period”), after which xxxx Xxxxxx shall have no liability with respect thereto unless Buyer shall have asserted a breach thereof in a written notice delivered to Seller prior to the expiration of the Survival Period and initiated litigation to enforce such claim within forty-five (45) days after Buyer’s notice to Seller (as such period may be extended with Seller’s written consent).
Partnership Audit Rules. Pursuant to the Bipartisan Budget Act of 2015, for tax years beginning after December 31, 2017, if the IRS makes audit adjustments to the income tax returns of the Operating Partnership or any other partnership, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from the Operating Partnership or such other partnership. The Operating Partnership or any other partnership may elect to have its partners take such audit adjustment into account in accordance with their interests in the Operating Partnership or such other partnership during the tax year under audit, but there can be no assurance that such election will be effective in all circumstances. If, as a result of any such audit adjustment, the Operating Partnership or any other partnership is required to make payments of taxes, penalties and interest, the cash available for distribution to its partners might be substantially reduced. Prospective investors should consult with their own tax advisors with respect to these changes and their potential impact on their investment in the Company’s securities or the Operating Partnership’s debt securities.
Partnership Audit Rules. The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships. Under the new rules (which are generally effective for taxable years beginning after December 31, 2017), among other changes and subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto are assessed and collected, at the partnership level. It is possible that these rules could result in partnerships in which Ventas directly
