Partnership Tax Audit. Without the prior written consent of Parent, no Party shall or shall cause its respective Affiliates to, make or cause to be made any election under Treasury Regulation Section 301.9100-22 (or any similar provision of state, local, or non-U.S. Laws) with respect to any Parent Acquired Company. To the extent permitted by applicable Law and within the scope of its authority, the Sellers’ Representative shall cause itself, or a Person that the Sellers’ Representative reasonably believes will act at the Sellers’ Representative’s direction, to be the “partnership representative” (as such term is used in the Code) for any taxable period ending on or before the Closing Date for any Parent Acquired Company treated as a partnership for U.S. federal income Tax purposes. With respect to any Tax Proceeding of any Parent Acquired Company that is treated as a partnership for U.S. federal Income Tax purposes for any Pre-Closing Tax Period or any Straddle Period and for which the election provided for in Section 6226 of the Code (or any similar provision of state, local, or non-U.S. Laws) is available (such election a “Section 6226 Election”), Parent and/or Sellers’ Representative, as applicable, shall (and shall cause its applicable Affiliates to), and the applicable “partnership representative” with respect to such Parent Acquired Company shall, cause such Parent Acquired Company member to, timely make such Section 6226 Election in accordance with applicable Laws with respect to any “imputed underpayment” under Section 6225 of the Code that arises or is assessed in connection with any such Tax Proceeding (and the Parties expressly consent to, and shall reasonably cooperate to the extent requested by Parent or the Sellers’ Representative in, the making of all such available elections).
Partnership Tax Audit. Notwithstanding anything to the contrary in this Agreement, the parties agree that, upon election of the Buyer, an election under Section 6226 or 6225(c) of the Code (or any similar state or local Law) shall be made with respect to any Pre-Closing Tax Period for which any member of the Company Group was a partnership for U.S. federal income (or applicable state and local) Tax purposes, and the Seller agrees to cooperate and take all steps requested by the Buyer (including any redesignation of the “partnership representative” or the “designated individual”) to effectuate such election.
