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 Administrative 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 Administrative General Partner makes a Push-Out Election without the Consent 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 ...
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 Sellers shall make, or cause to be made, a “push out” election under Section 6226 of the Code (or any similar provision of state or local Law) to apply to each of the Partnership Companies with respect to any Tax audit or similar proceedings with respect to a Pre-Closing Tax Period or Straddle Period.
Push-Out Election. (a) . Notwithstanding other provisions of this Agreement to the contrary, if any “partnership adjustment” (as defined in Section 6241(2) of the Code) is determined with respect to a Property Owner, the partnership representative (within the meaning of Section 6223 of the Code) of such Property Owner (the “Partnership Representative”) will cause such Property Owner to elect pursuant to Section 6226 of the Code to have any such adjustment passed through to the former members of such Property Owner for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Section 6225(d)(1) of the Code). In the event that the Partnership Representative has not caused such Property Owner to so elect pursuant to Section 6226 of the Code, then any “imputed underpayment” (as determined in accordance with Section 6225 of the Code) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among the former members of such Property Owner in such manner as may be necessary so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the former members based upon their interests in such Property Owner for the reviewed year.
Push-Out Election. Notwithstanding anything to the contrary in this Agreement, from and after the date of this Agreement, in the event that a Tax proceeding involving the Company and relating to a Tax period that either includes or ends prior to the Closing Date results in an “imputed underpayment” under Section 6225 of the Code (or analogous provision of state or local Tax Law) imposed on the Company, to the extent requested by either Party, the other Party shall cooperate with the first Party to make a “push out” election under Section 6226(a) of the Code (and any analogous election under state or local Tax Law, if applicable) with respect to such “imputed underpayment”; provided, however, that if the Partnership Representative (as defined in the Company LLC Agreement) determines in good faith that such election is administratively impractical or uneconomical, then the Company may treat such imputed underpayment as a Company expense. If the Company fails to make a “push out” election under Section 6226(a) of the Code (and any analogous election under state or local Tax Law, if applicable) with respect to such “imputed underpayment,” the Contributee shall use commercially reasonable efforts to (a) take into account the Contributor’s tax status (and the tax status of Contributor’s beneficial owners) to reduce any proposed “imputed underpayment” and (b) ensure that the Contributor does not bear economically the cost of any Taxes that are imposed as a result of the Tax status of the Contributee and its beneficial owners.
Push-Out Election. If the IRS makes any adjustment that would result in an “imputed underpayment” to either GALP or GBOS within the meaning of Section 6225 of the Code for a taxable period ending on or before the Closing Date, GALP or GBOS, as applicable, shall timely and properly make the election (to the extent available) to “push out” any adjustments to the GALP Partners or GBOS Members, as applicable, under Section 6226 and any corresponding state and local Law or otherwise take any permissible steps which may be necessary to cause the Sellers, and not Parent, bear in full the burden of any such adjustment, including any interest, penalties and additions to Tax.
Push-Out Election. Seller agrees that, with respect to any federal income Tax Return required to be filed by the Tax Partnership for any taxable period ending on or prior to the Closing Date, if Seller or the Tax Partnership receives a notice of final partnership adjustment as described in Section 6226 of the Code with respect to such Tax Return, Seller shall, or shall cause the “partnership representative” of the Tax Partnership to, make an election under Section 6226(a) of the Code.
