Tax Elections and Allocations Sample Clauses

Tax Elections and Allocations. (a) HCA will join with Purchaser in making an election under Section 338(h)(10) of the Code, and any corresponding elections under state, local or foreign tax law (collectively, a “Section 338 Election”), with respect to the purchase and sale of Shares pursuant hereto. The parties understand and agree that the purchase of the Shares will be treated for federal income tax purposes as if 42 the Acquired Entities had each sold all of its assets, with the result that the tax consequences of such a “deemed sale” of assets shall be required to be included in the consolidated federal income tax return of HCA. HCA will pay any Tax attributable to the making of the Section 338 Election excluding any state transfer or sales taxes arising therefrom, the payment of which is addressed in Section 12.1 of this Agreement. To facilitate the Section 338 Elections, Purchaser shall deliver to Seller, at least 15 days prior to the Closing Date, drafts of Internal Revenue Service Form 8023 and any similar forms under applicable state, local and foreign income Tax law (collectively, the “Forms”). HCA shall review such Forms and provide any proposed revisions to Purchaser at least five days prior to the Closing. Purchaser and HCA agree to negotiate in good faith such proposed revisions and to attempt to resolve any differences between the Parties (it being understood, however, that such determination and/or agreement by HCA and Purchaser is not a condition to the obligation of a Party to consummate the sale and purchase under this Agreement). Purchaser shall duly and timely file the forms as prescribed by Treasury Regulation Section 1.338(h)(10)-1 or the corresponding provisions of applicable state, local or foreign income Tax law. As soon as practicable after the Closing Date and at least 60 days prior to the due date and filing of Internal Revenue Service Form 8883 by either party, Purchaser shall provide HCA with a draft of Form 8883. HCA shall review such Form 8883 and provide any proposed revisions to Purchaser at least 30 days prior to the due date of such Form 8883 for either party. HCA and Purchaser agree to cooperate in good faith to (i) determine and agree upon the amount of the “adjusted grossed-up basis” of the Shares within the meaning of Treas. Reg. § 1.338-5 and (ii) determine and agree upon the proper allocations (the “Allocations”) of the “adjusted grossed-up basis” of the Shares among the assets of the Acquired Entities in accordance with Treas. Reg. § 1.338-6. ...
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Tax Elections and Allocations. The Trustees may make all tax elections and allocations the Trustees may consider appropriate; provided, however, this authority is exercisable only in a fiduciary capacity and may not be used to enlarge or shift any beneficial interest except as an incidental consequence of the discharge of fiduciary duties. Tax elections and allocations made in good faith shall not require equitable adjustments.
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Tax Elections and Allocations. Without changing the effect of Section 4.1, the Participants agree that their relationship shall constitute a tax partnership within the meaning of Xxxxxxx 000 (x) xx xxx Xxxxx Xxxxxx Internal revenue Code of 1986, as amended. The Particpants hereto agree to execute or join in such instruments as are necessary to make such election effective, and hereby authorize and direct Manager to take such action as is necessary to effectuate such purpose, including filing of the partnership tax return required by Treasury Regulation § 1.761-2(b)(2). Each Participant shall be entitled to claim all tax benefits, write-offs, and deductions with respect to all, and any, costs which it has incurred The Participants also agree that, to the extent permissible under applicable law, their relationship shall be treated for state income tax purposes in the same manner as it is for federal income tax purposes. The Manager shall be the Tax Matters Partner and shall prepare and file, after approval of the management Committee, any tax returns or other tax forms required.
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Tax Elections and Allocations. The first three words of Section 1.8(b) of the Original Stock Purchase Agreement (i.e., "Prior to Closing") are hereby replaced with the following phrase: "Promptly after the Closing".
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Tax Elections and Allocations. 22 8.6 TAX MATTERS PARTNER; TAX CONTROVERSIES...............................................................22 8.7
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Tax Elections and Allocations. The General Partner shall make such tax elections as it deems to be in the best interests of the Partners, except that no election shall be made by the Partnership to exclude the Partnership or any of the Partners from the application of the provisions of Subchapter K of the Internal Revenue Code or from any similar state or local tax laws. The General Partner, with the Majority Vote of the Limited Partners, may determine whether to exercise the election to adjust the basis of Partnership Property upon a sale or disposition of an interest in the Partnership pursuant to Sections 734, 743, 754 and 755 of the Internal Revenue Code. No Partner shall file a notice with the Internal Revenue Service of its intention to treat any item on that Partner's federal income tax return inconsistently with the treatment of that item on the Partnership's tax return, without the written consent of the General Partner.
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Tax Elections and Allocations 
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Related to Tax Elections and Allocations

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Distributions and Allocations All distributions of cash or other property (except upon the Company's dissolution, which shall be governed by the applicable provisions of the Act and Article IX hereof) and all allocations of income, profits, and loss shall be made 100% to the Member in accordance with its Membership Interest. All amounts withheld pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Member from the Company shall be treated as amounts distributed to the Member pursuant to this Section 7.3. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law.

  • Collections and Allocations (a) The Borrower or the Servicer on behalf of the Borrower shall promptly (but in no event later than two (2) Business Days after the receipt thereof) identify any Collections received by it as being on account of Interest Collections or Principal Collections and deposit all such Interest Collections or Principal Collections received directly by it into the Collection Account. The Servicer on behalf of the Borrower shall make such deposits or payments on the date indicated by wire transfer, in immediately available funds.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Tax Elections Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is the best interests of the Partners.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Other Allocations Except as otherwise provided in this Agreement, all items of Partnership income, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.

  • Corrective Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

  • Capital Accounts and Allocations (a) CAPITAL ACCOUNTS. A separate capital account (a "Capital Account") shall be established and maintained for each Member, which shall initially be equal to the Capital Contribution of such Member as set forth on Schedule A hereto. Such Capital Accounts shall be maintained in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, and this Section 5.2 shall be interpreted and applied in a manner consistent with said Section of the Treasury Regulations. The Capital Accounts shall be maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any distributions to any Members in liquidation or otherwise. The amount of all distributions to Members shall be determined pursuant to Sections 5.3, 5.4 and 5.5.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

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