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. ...
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.
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.
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".
Tax Elections and Allocations. 22 8.6 TAX MATTERS PARTNER; TAX CONTROVERSIES...............................................................22 8.7
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.
Tax Elections and Allocations
