Common use of Section 754 Election Clause in Contracts

Section 754 Election. The Company shall make an election described in Section 754 of the Code for the taxable year in which the transactions contemplated by the Purchase Agreement occur and if such election has been made by the Company for any prior year, such election shall not be revoked.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Aveon Group L.P.), Limited Liability Company Agreement (Aveon Group L.P.), Limited Liability Company Agreement (Aveon Group L.P.)

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Section 754 Election. The Company shall make have in effect an election described in under Section 754 of the Code (and corresponding elections under state and local law) for the taxable year of the Company that includes the date hereof and subsequent taxable years in which the transactions contemplated by the Purchase Agreement occur and if such election has been made by the Company is treated as a partnership for any prior year, such election shall not be revokedU.S. federal income tax purposes.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Caliburn International Corp), Operating Agreement (GreenSky, Inc.), Operating Agreement (GreenSky, Inc.)

Section 754 Election. The Company shall will make an election described in under Section 754 of the Code (or any comparable election under relevant state or local Law) for its Taxable Year that includes or begins on the taxable year in which date of this Agreement to adjust the transactions contemplated by the Purchase Agreement occur and if such election has been made by basis of the Company for any prior year, such property as permitted and provided in Sections 734 and 743 of the Code. Such election shall be effective solely for federal (and, if applicable, state and local) income Tax purposes and shall not be revokedresult in any adjustment to the Book Value of any Company asset or to the Member’s Capital Accounts (except as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m)).

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Vivid Seats Inc.), Limited Liability Company Agreement (Vivid Seats Inc.), Transaction Agreement (Horizon Acquisition Corp)

Section 754 Election. The Company shall will make an election described in under Section 754 of the Code (or any comparable election under relevant state or local law) for its Taxable Year that includes or begins on the taxable year in which Execution Date to adjust the transactions contemplated by the Purchase Agreement occur and if such election has been made by basis of the Company for any prior year, such property as permitted and provided in Sections 734 and 743 of the Code. Such election shall be effective solely for federal (and, if applicable, state and local) income Tax purposes and shall not be revokedresult in any adjustment to the Book Value of any Company asset or to the Member’s Capital Accounts (except as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m)).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Bitcoin Depot Inc.), Limited Liability Company Agreement (GSR II Meteora Acquisition Corp.)

Section 754 Election. The Company shall make have in effect an election described in under Section 754 of the Code (and corresponding elections under state and local law) for the taxable year in which the transactions contemplated by the Purchase Agreement occur and if such election has been made by of the Company for any prior year, such election shall not be revokedthat includes the date hereof.

Appears in 1 contract

Samples: Operating Agreement (GreenSky, Inc.)

Section 754 Election. The parties agree that the Company shall make an election described in under Section 754 of the Code (and a corresponding election under applicable state and local law) for the taxable year in which that includes the transactions contemplated by purchase and sale of the Purchase Agreement occur and if such election has been made by the Company for any prior year, such election shall not be revokedPurchased Interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Hasbro Inc)

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Section 754 Election. The Each Company shall make an election described in under Section 754 of the Code (and any similar provision of Law), and will have such election in effect for the taxable year in which that includes the transactions contemplated by the Purchase Agreement occur and if such election has been made by the Company for any prior year, such election shall not be revokedClosing Date.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (B. Riley Financial, Inc.)

Section 754 Election. The Company shall make an election described in Section 754 of the Code for the taxable year in which the transactions contemplated by the Purchase Agreement occur and if such election has been made by the Company for any prior year, such election shall not be revokedoccur.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Aveon Group L.P.)

Section 754 Election. The Company shall make an election described in Section 754 of the Code for the taxable year in which the transactions contemplated by the Purchase Agreement occur and if such election has been made by the Company for any prior year, such election shall not be revoked.. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation

Appears in 1 contract

Samples: Merger Agreement (Emdeon Inc.)

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