Tax Elections and Reporting Sample Clauses

Tax Elections and Reporting. Parent, Sub, LLC and Company shall report for federal income tax purposes the Mergers as a tax free reorganization under Code Section 368(a) and shall not make any election or take any position inconsistent with such reporting obligations.

Tax Elections and Reporting. The General Partner may make any tax election approved in writing by all of the Limited Partners and allowed the Partnership under the Code or the tax laws of any state or other jurisdiction having taxing jurisdiction over the Partnership.

Tax Elections and Reporting. The Partnership has made or shall --------------------------- make the following elections under the Code and the Regulations and any similar state statutes: (i) adopt the calendar year as the annual accounting period; (ii) adopt the accrual method of accounting; (iii) elect to deduct organization costs ratably over a 60-month period as provided in Section 709 of the Code; (iv) elect not to be excluded from the TEFRA audit procedures set forth in Subchapter C of Chapter 63 of the Code; (v) make the elections provided by Code Section 754; and (vi) make any other elections available under the Code that the General Partner determines are appropriate, with the determination of whether an election is appropriate to be made pursuant to the principle that each Partner shall be treated equally (i.e., no Partner will receive preferential tax treatment to the disadvantage of another Partner).

Tax Elections and Reporting. With respect to certain Tax matters, the Sellers and Buyer agree as follows: (i) To the extent permitted or required by Applicable Law, the Company’s year-end for U.S. federal Income Tax purposes shall end as of the end of the Closing Date. (ii) To the fullest extent permitted under Applicable Law, to treat any Transaction Deductions paid or accrued on or before the Closing as deductible in a Pre-Closing Tax Period, and no party hereto shall apply the “next day rule” under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to such deductions. (iii) To properly make an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any Transaction Deductions that are success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f). (iv) To treat any gains, income, deductions, losses, or other items realized by the Company for Income Tax purposes solely with respect to any Buyer Closing Date Transaction as occurring on the day immediately following the Closing Date and to utilize the “next day rule” in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (or any similar provision of state, local, or non-U.S. Law) for purposes of reporting such items on applicable Tax Returns. (v) That no election under Code Section 338(g) shall be made with respect to the acquisition of the Purchased Shares. (vi) That an election pursuant to Code Section 172(b)(3) shall be made to waive the carryback of any net operating loss attributable to a Pre-Closing Tax Period. (vii) That no election shall be made by any party under Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of state, local, or non-U.S. Law) to ratably allocate items incurred by the Company. (viii) The Equity Sellers shall cause the Company to (A) file an IRS Form 3115, Application for Change in Accounting Method, to change the Company’s capitalization method from the “simplified production method” pursuant to Treasury Regulation Section 1.263A-2(b) to the “modified simplified production method” pursuant to Treasury Regulation Section 1.263A-2(c) for the Tax period ending June 30, 2020 (the “Capitalization Method Election”) and (B) file, with respect to the Capitalization Method Election, an eligible acquisition transaction election pursuant to Section 7.03(3)(d) of IRS Revenue Procedure 2015-13 (the “Eligible Acquisition Transaction Election”). The Equity Sellers shall cause the Company to accrue during the Pre-Closing Tax Period all taxable income attributable to the Eli...

Tax Elections and Reporting