Section 754 Elections. The Company shall make, and shall cause any Subsidiary of the Company that is treated as a partnership for U.S. federal income tax purposes to make, a timely election under Section 754 of the Code (and a corresponding election under state and local law) effective starting with the taxable year ended December 31, 2018, and the Managing Member shall not take any action to revoke such elections.
Appears in 12 contracts
Samples: Limited Liability Company Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.), Limited Liability Company Agreement (BRP Group, Inc.)
Section 754 Elections. The Company shall make, and shall cause any Subsidiary of the Company that is treated as a partnership for U.S. federal income tax purposes to make, a timely election under Section 754 of the Code (and a corresponding election under state and local law) effective starting with the taxable year ended December 31, 2018including the IPO, and the Managing Member shall not take any action to revoke such elections.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Portillo's Inc.), Limited Liability Company Agreement (Portillo's Inc.), Limited Liability Company Agreement (Definitive Healthcare Corp.)
Section 754 Elections. The Company has previously made or shall make, and shall cause any Subsidiary of the Company that is treated as a partnership for U.S. federal income tax purposes to make, a timely election under Section 754 of the Code (and a corresponding election under state and local law) effective starting with the taxable year ended December 31, 20182023, and the Managing Member shall not take any action to revoke such elections.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (TWFG, Inc.), Limited Liability Company Agreement (TWFG, Inc.)
Section 754 Elections. The Company shall makehave in effect, and shall cause any Subsidiary of the Company that is treated as a partnership for U.S. federal income tax purposes to makehave in effect, a timely an election under Section 754 of the Code (and a any corresponding election under state and local law) effective starting with for the taxable year ended December 31, 2018, that includes the date of the IPO and the Managing Member shall not take any action to revoke such electionsfor each taxable year in which an Exchange occurs.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Weber Inc.), Limited Liability Company Agreement (Weber Inc.)
Section 754 Elections. The Company shall make, and shall cause any Subsidiary of the Company that is treated as a partnership for U.S. federal income tax purposes to make, a timely election under Section 754 of the Code (and a corresponding election under state and local law) effective starting with the taxable year ended December 31, 2018including the IPO, and the Managing Member shall not take any action to revoke such elections.. WEIL:\98074461\9\40590.0003
Appears in 1 contract
Samples: Limited Liability Company Agreement (Definitive Healthcare Corp.)
Section 754 Elections. The If not yet made, the Company shall make, and shall cause any Subsidiary of the Company that is treated as a partnership for U.S. federal income tax purposes to make, a timely election under Section 754 of the Code (and a corresponding election under state and local law) effective starting with respect to the taxable year ended December 31, 2018during which the IPO occurs, and the Managing Member shall not take any action to revoke such elections.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Xponential Fitness, Inc.)
