Entity Classification Election Sample Clauses

Entity Classification Election. The Fund shall execute and file a U.S. Internal Revenue Service Form 8832 electing to classify the Fund as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3 as of a date no later than the date hereof, and each Officer of the Fund and each Director is hereby authorized to execute and file such Form 8832 for all of the Members. The Fund is hereby authorized to execute and file for all of the Members any comparable form or document required by any applicable United States state or local income or similar tax law for the Fund to be classified as a corporation under such tax law.

Entity Classification Election. To the extent permitted by applicable Law, on the Closing Date, NuStar GP shall file IRS Form 8832 electing to be classified as an entity disregarded as separate from its owner, effective on the Closing Date.

Entity Classification Election. Neither the Company nor any Member may make an election for the Company to be treated as an association taxable as a corporation for U.S. federal income tax purposes, and no provision of this Agreement will be construed to sanction or approve such an election.

Entity Classification Election. Seller or an Affiliate of Seller shall file a U.S. Internal Revenue Service Form 8832 electing to classify Newco as a disregarded entity for U.S. federal income tax purposes pursuant to section 301.7701-3 of the Treasury Regulations with effect as of the date of Newco’s formation and Seller shall provide Buyer with a copy of such Form 8832 and a copy of all correspondence received, if any, for the U.S. Internal Revenue Service acknowledging and accepting such election.

Entity Classification Election. The Company shall at all times have more than one member and be classified as a partnership for federal income tax purposes. The Company shall not file any election to be classified as other than a partnership for federal tax purposes.

Entity Classification Election. Unless the Sellers deliver to the Purchaser timely written notice of a request not to make an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) to treat the Spanish Target, French Target and/or German Target (or any of their respective Subsidiaries) as an entity disregarded as separate from its owner for U.S. federal income tax purposes (an “Entity Classification Election”), the Purchaser shall timely file an Internal Revenue Service Form 8832 for each of the Spanish Target, French Target, German Target, and all of their respective Subsidiaries, effective the date that is two calendar days after the Closing Date (or other date if agreed to by the Parties), with the Internal Revenue Service if such Entity Classification Election is permitted by applicable Law. Notwithstanding the foregoing, the Parties agree and acknowledge that no Entity Classification Election shall be made for CRYOPDP K.K. or CRYOPDP GK. The Sellers shall be responsible for, and shall indemnify and hold the Purchaser harmless against, any and all US Taxes or other reasonable incremental costs and expenses, including any reduction in or loss of any Tax asset for US income tax purposes, arising from or attributable to the Entity Classification Election(s) (calculated on a “with” and “without” basis). Purchaser shall not be required to make an Entity Classification Election with respect to any Target Group Company that was subject to a Requested Section 338 Election pursuant to Article 14.8. If a valid Entity Classification Election is filed, the Purchaser and its Affiliates shall (and shall cause the applicable Target Group Company to) file applicable Tax Returns consistent with the treatment of the applicable Target Group Company as an entity disregarded as separate from its owner for US federal income tax purposes and shall take no position contrary thereto in connection with any Tax audit, Tax review or Tax litigation relating thereto; provided that this Article 14.7 shall not prohibit the Purchaser (or any of its Affiliates) from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of any Entity Classification Election, and none of them shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the any Entity Classification Election.

Entity Classification Election. (i) Seller and Buyer shall promptly, and shall promptly cause any of their applicable Affiliates (including the Target Company) to, make or cause to be made a timely entity classification election pursuant to U.S. Treasury Regulation Section 301.7701-3(c) having an effective date as of the Closing Date and electing partnership status with respect to the Target Company (the “Entity Classification Election”). At least ten (10) days prior to the Closing, Seller shall deliver to Buyer all applicable IRS Forms 8832 (and all other forms or documents required to effect the Entity Classification Election) duly completed and executed (except for execution by Buyer or applicable Affiliate of Buyer) and in a form acceptable to Buyer (the “Entity Classification Election Forms”)༎Within seventy-five (75) days after the Closing Date, Buyer will duly execute the Entity Classification Election Forms, as applicable, and promptly deliver to Seller a copy of each such duly executed Entity Classification Election Form. (ii) Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code (or any similar provision of applicable national, local or non-US Law), Buyer and Seller shall, and shall cause their respective Affiliates to, (i) file all tax returns in a manner consistent with the Entity Classification Election and (ii) take no position contrary thereto in connection with any Tax proceeding or otherwise. In case Seller or the Target Company incurs any actual losses due to regulators’ penalties or orders as a result of their cooperation under this Section 6.8(c), Buyer shall compensate the actual losses of Seller or the Target Company.

Entity Classification Election. With respect to the acquisition of the Olsy Shares, the Olsy Japan Shares, the Olsy Brazil Shares and the capital stock of any Controlled Subsidiary pursuant to this Agreement, at the sole option and discretion of Wang and with the assumption of and payment by Wang of all costs, expenses or damages payable by Olivetti as a result of or attributable thereto, Olivetti, prior to the Closing Date, shall make an election under Treasury Regulations section 301.7701-3

Entity Classification Election. The Parties (other than the Investors), will not, and will cause the other Group Companies not to, take any action inconsistent with their treatment as corporations for U.S. federal income tax purposes without the prior written consent of Investor Directors and will not elect to be treated as other than corporations for U.S. federal income tax purposes. Upon notification by Investor Directors that any Group Company should elect to be classified as partnerships or disregarded entities for United States federal income tax purposes (the “Partnership Election”), the Parties (other than the Investors), if applicable, shall make, or shall cause to be made, the “Partnership Election” by filing, or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form), and the Parties (other than the Investors), shall not permit the Partnership Election to be terminated or revoked without the written consent of Investor Directors.