Push-Out Election. Without the unanimous approval of the Control Group, the Company will not, either before or after the Sunset, (i) in its capacity as the owner of the general partner of Group Holdings, consent to a Push-Out Election by TPG Operating Group for a Pre-Closing Tax Period and (ii) in its capacity as the owner of the general partner or managing member of a Covered Entity, cause or permit a Covered Entity to make a Push-Out Election for a Pre-Closing Tax Period.
Push-Out Election. If the Partnership receives notice of a final Partnership Adjustment from the IRS, the Partnership Representative shall so notify the Partners and any Former Partners in accordance with the provisions of Section 13.04(b)(iv) above and, if requested to do so by the General Partner, and only after a good faith consultation with the Limited Partner, shall make an election (a “Push-Out Election”) under Section 6226 of the Code with respect to one or more Imputed Underpayments set forth in the final Partnership Adjustment notice. Except as hereinafter provided, if a Push-Out Election is made, each Reviewed Year Partner shall take into account its allocable share of the Partnership Adjustments that relate to the specified Imputed Underpayment and shall be liable for any Taxes as described in Section 6226 of the Code and any applicable Treasury Regulations or other guidance prescribed by the IRS. Notwithstanding the foregoing, to the extent permitted by law, any Reviewed Year Partner that is a partnership or S corporation may, at its option and in accordance with any applicable Treasury Regulations or other guidance prescribed by the IRS, elect (in lieu of paying its allocable share of such Partnership Adjustments) to push out the liability for Taxes attributable to such Partnership Adjustments to its Partners (including Indirect Partners). Any Push- Out Election shall be filed within forty-five (45) days of the date the notice of final Partnership Adjustment is mailed by the IRS and shall be in such form, and shall contain such information, as required by any applicable Regulations, forms, instructions and other guidance prescribed by the IRS. If a Push-Out Election is made, the Partnership Representative shall furnish to each Reviewed Year Partner and the IRS, for each Reviewed Year within sixty (60) days after the date all of the Partnership Adjustments to which the statement relates are finally determined, a statement that includes all items and information required under any applicable Regulations, forms, instructions, and other guidance prescribed by the IRS. Furthermore, in the event that the General Partner makes a Push-Out Election against the advice of the Limited Partner, the General Partner will be obligated to reimburse to the Limited Partner, within ten (10) days’ demand, the additional interest (which additional interest shall be the incremental percentage increase described in Section 6226(c)(2)(C) of the Code) paid by the Limited Partner as a res...
Push-Out Election. Notwithstanding anything else to the contrary, with respect to any Tax audit, examination, or other proceeding by any Governmental Authority relating to any Pass-Through Tax Returns of a Relevant Target Company for any Pre-Closing Tax Period (each, a “Tax Proceeding”), a valid “push out” election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder (and applicable state or local income Tax law) shall be made to the extent such election is available for any Pre-Closing Tax Period (or portion thereof).
Push-Out Election. Notwithstanding anything herein to the contrary, in the Counterparty’s sole discretion, in connection with any audit, proceeding or other dispute relating to a Pre-Closing Tax Period, the Company may make an election under Section 6226 of the Code and Sellers will fully cooperate with the Counterparty and the Company in the making of any such election.
Push-Out Election. Except as otherwise agreed to in writing between QR and BCI GP, in the event of any audit, examination, proceeding or other action conducted by any Governmental Authority in respect of the Partnership with respect to any taxable period (or portion thereof) ending on or before the Effective Date (the “Pre-Closing Tax Period”), QR shall cause the Partnership Representative to cause the Partnership to make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment for such Pre-Closing Tax Period, to the extent the Partnership is permitted to do so. QR shall cooperate, and shall cause any other partners of the Partnership to cooperate, with the Partnership and the Partnership Representative and take any action, such as filings, disclosures, and notifications, necessary to effectuate such election. Except as necessary to effect the foregoing, QR shall control any pending or threatened audit, proposed adjustment or deficiency, assessment, administrative or judicial proceeding, or other Action against the Partnership with respect to taxes for any tax period.
Push-Out Election. To the maximum extent possible under the Partnership Tax Audit Rules, the Partnership Representative shall make a Push-Out Election; provided, however, the Partnership Representative shall not make such an election if it is determined by Unanimous Consent of the Board as set forth in Section 4.9 that such election is not in the best interests of the Company or any of the Members, as applicable. In connection with such election, each Member (including transferees or successors of any Member) covenants and agrees that it shall (1) pay any and all resulting taxes, additions to tax, penalties and interest in a timely fashion and (1) cooperate with the Company and the Partnership Representative in good faith. Notwithstanding the foregoing, if the Company is required to pay any tax, addition to tax, penalty, or interest following a Push-Out Election because any portion of the applicable Covered Audit Adjustment would otherwise be subject to withholding by the Company under Chapters 3 or 4 of Subtitle A of the Code, any such amounts shall be considered Company Level Taxes with respect to the applicable Members subject to the provisions of Section 10.6.
Push-Out Election. If the IRS (or any equivalent state or local Governmental Body) makes an adjustment to an item of income, gain, loss, deduction or credit of the Partnership for any taxable period after 2017 and ending on or before the Closing Date, the Partnership shall timely and properly prepare and submit any forms necessary to make the election to “push out” any adjustments to its partners under Section 6226 of the Code and Sellers shall take any actions necessary to give effect to such election.
Push-Out Election. Make the election provided in Section 6226 of the Partnership Tax Audit Rules (the “Push Out Election”) with respect to an “imputed underpayment” described in Section 6225(b) of the Partnership Tax Audit Rules. To request such consent, the Partnership Representative shall, as soon as reasonable practicable, provide a notice to the General Partner explaining in reasonable detail the reasons for proposing such action and the date such action is proposed to be to be taken. If the requested consent has not been granted or denied before the date such action is proposed to be taken as set forth in such notice, the Partnership Representative may take such action on such date, and if such action is taken, the Partnership Representative shall promptly provide notice thereof to the General Partner.
Push-Out Election. If, in any taxable year involving a taxable period (or portion thereof) prior to the Closing Date of the Company in which the Company does not elect out under Section 6221 of the Code (a “Reviewed Year”), the IRS makes an adjustment to an item of income, gain, loss, deduction, or credit of the Company (or any partner’s distributive share thereof) that would result in an “imputed underpayment” within the meaning of Section 6225 of the Code for which the Company would have liability (such imputed underpayment, together with any associated interest and penalties, an “Imputed Underpayment”), the Company shall, if permitted under Section 6226 of the Code, timely and properly make the election to “push out” any adjustments to the Unitholders, such that the Company shall not be liable for any Imputed Underpayment resulting from such adjustments.
