Push-Out Election Sample Clauses
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. In the case of an audit or examination of the Company or any Enterprise for a Pre-Closing Tax Period under Subchapter C of Chapter 63 of the Code (the “Partnership Audit Rules”), the Company shall cause the partnership representative to keep Purchaser fully and timely informed of all material developments relating to the audit or examination. Company agrees that, if within 25 days of the date of notice of a partnership adjustment with respect to a Pre-Closing Tax Period of the Company or an Enterprise, the Internal Revenue Service has not been paid all amounts required to be paid with respect to an imputed underpayment for such period from funds contributed by, or otherwise distributable to, members of the Company or Enterprise in the year to which the adjustment relates, the Company will make or cause the applicable Enterprise to make or make best efforts to cause a Person with authority to make an election under Section 6226(a) of the Code to push out Tax liability to members of the Company or applicable Enterprise who were members of the Company or applicable Enterprise in the Pre-Closing Tax Period to which the imputed underpayment relates. If the Company or any Enterprise is unable to make an election under Section 6226(a) of the Code (or fails to comply with its obligations in the preceding sentence) and pays any Pre-Closing Tax Period Tax pursuant to the Partnership Audit Rules, the Company shall make or cause the applicable Enterprise to make commercially reasonable efforts to place the economic burden of such Taxes on Persons who were partners (for federal income tax purposes) in the Company or applicable Enterprise in the tax year to which the Tax relates. Terms used in this Section 1.1 shall have the meanings given to them in the Partnership Audit Rules. This Section 1.1 (other than this sentence and the preceding sentence) shall not apply with respect to an Enterprise that is a single member limited liability company if the Internal Revenue Service determines that a single member limited liability company that once was a multi-member limited liability company has no liability for imputed understatements (including penalties and interest) under the Partnership Audit Rules.
Push-Out Election. With respect to the Company or any entity or arrangement classified as a partnership for federal income Tax purposes that the Company thereof holds an interest in, if such entity or arrangement receives a notice of final partnership adjustment as described in Section 6226 of the Code (or similar provision of state or local Law) with respect to any Pre-Closing Tax Period, at the request of Buyer, Sellers’ Representative and the Sellers shall take all steps necessary to cause such entity or arrangement to make an election under Section 6226(a) of the Code.
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 to the contrary in this Agreement, the Company shall make the election under Section 6226 of the Code (or any similar provision of state, local or other Tax Law) with respect to the alternative to payment of imputed underpayment for any pre-closing Tax period.
Push-Out Election. The Parties shall cause each Acquired Companies to effect a “push out” election under Section 6226 of the Code (and similar state and local Tax Applicable Laws) with respect to any Pre-Closing 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. Notwithstanding anything to the contrary herein, Buyer shall be entitled to make or cause the Sellers to make the election under Section 6226 of the Code (or any similar provision of state or local law) with respect to the Company for any Tax period (or portion thereof) ending on or prior to the Closing Date.
Push-Out Election. With respect to any period ending on or prior to the Closing Date in which Sections 6221 through 6241 of the Code apply to the Company, unless otherwise agreed in writing by Parent and, notwithstanding anything herein to the contrary, the Holders (by their acceptance of the Closing Merger Consideration payable hereunder) shall (i) cause the Company to make the election under Section 6226(a) of the Code with respect to the alternative to payment of any “imputed underpayment” (after taking into account modifications made under Section 6225(c) of the Code) by the Company and (ii) take any other action such as filings, disclosures and notifications necessary to effectuate such election.