INTERNAL REVENUE CODE ELECTION Clause Samples
INTERNAL REVENUE CODE ELECTION. If, for federal income tax purposes, this Agreement and the operations under it are regarded as a partnership, and if the parties have not otherwise agreed to form a tax partnership pursuant to Exhibit “G” or other agreement between them, each affected party elects to be excluded from the application of all of the provisions of Subchapter “K,” Chapter 1, Subtitle “A,” of the Internal Revenue Code of 1986, as amended (“Code”), as permitted and authorized by Section 761 of the Code and the regulations promulgated under it. Operator is authorized and directed to execute on behalf of each affected party evidence of this election as may be required by the Secretary of the Treasury of the United States or the Federal Internal Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by Treasury Regulations §1.761. Should there by any requirement that each affected party give further evidence of this election, each party shall execute the documents and furnish the other evidence as may be required by the Federal Internal Revenue Service or as may be necessary to evidence this election. No party shall give any notices or take any other action inconsistent with this election. If any present or future income tax laws of the state or states in which the Contract Area is located or any future income tax laws of the United States contain provisions similar to those in Subchapter “K,” Chapter 1, Subtitle “A,” of the Code, under which an election similar to that provided by Section 761 of the Code is permitted, each affected party shall make that election as may be permitted or required by those laws. In making the foregoing election, each party states that the income derived by the party from operations under this Agreement can be adequately determined without the computation of partnership taxable income.
INTERNAL REVENUE CODE ELECTION. At its option, following the Closing Date SYS may make an election under Section 338(g) of the Internal Revenue Code of 1986, as amended, with regard to the Merger.
INTERNAL REVENUE CODE ELECTION. This Contract is not intended to create, land shall not be construed to create, a relationship of partnership or an association for profit between or among the partied hereto. If, for Federal income tax purposes, this Contract and the operations hereunder are regarded as a partnership, each party hereby affected elects to be excluded from the application of all of the provisions of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 198.6, as permitted and authorized by Section 761 of the Code and the regulations promulgated thereunder. If any present or future income tax laws of the State of Kansas or any future income tax laws of the United States contain provisions similar to those in Subchapter K, Chapter 1, subtitle A, of the Internal Revenue Code of 1986, under which an election similar to that provided by Section 761 of the Code is permitted, each party hereby affected shall make such election as may be permitted or required by such laws.
INTERNAL REVENUE CODE ELECTION. 12.1 It is not the intention of the Parties to create a partnership, association, trust or other semblance of business entity. The rights and obligations of the Parties are intended and declared to be several and not joint or collective, and nothing contained in this Agreement or in any agreement made pursuant hereto shall ever be construed to create a partnership, association, trust or other business entity recognizable in law for any purpose, or to impose a partnership right or obligation with respect to the Parties. Each Party shall be individually responsible only for its own obligations as set out in this Agreement and shall be liable only for its own proportionate share of the costs and expenses as herein stipulated.
INTERNAL REVENUE CODE ELECTION. At its option, following the effective date of the Registration Statement described in Section 5.2.2, SYS may make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended, with regard to the Acquisition. In the event of any such election, SYS agrees that it shall reimburse the RBIS, Ltd. Stockholder for all federal, state and local tax consequences incurred as a result of such election. Such reimbursement shall be made on a “grossed-up” basis taking into account any tax obligations which will be incurred by the RBIS, Ltd. Stockholder on account of receiving such reimbursement. Any such grossed up reimbursement shall be made within 30 days of the determination of all federal, state and local tax consequences which will be incurred by the RBIS, Ltd. Stockholder as a result of such election, shall not exceed $375,000 in amount, and shall be made in the form of restricted shares of SYS Common Stock with a per share value based on the average closing price of SYS Common Stock on its principal trading market over the last ten trading days immediately preceding the issuance of the shares.
INTERNAL REVENUE CODE ELECTION. This agreement is not intended to create and shall not be construed to create a relationship of partnership or an association for the profit between or among the parties hereto. Therefore each party hereby effected elects to be excluded from the application of all other provision of subchapter "K" chapter one subtitle "A", of the Internal Revenue Code as permitted and authorized by Section 761 of the Code and the regulations thereunder.
INTERNAL REVENUE CODE ELECTION. Prior to the Closing a Tax Basis Study will be prepared at Buyer’s expense by ▇▇▇▇▇ ▇▇▇▇▇▇ and Company LLC and submitted to Seller for review by Seller and, at Buyer’s expense, by Seller’s accountants to illustrate the tax impact on the Seller of making the Election. If Buyer determines that making the Election is in its best interest, Seller agrees to make the Election and Buyer will pay to Seller at the Closing as additional purchase price (“Additional Purchase Price”) an amount equal to any additional taxes estimated by Seller and Buyer that Seller will pay as a result of making the Election plus an additional amount added to the Purchase Price (“Gross-up Amount”) such that the purchase price received by Seller after deducting the Additional Purchase Price and after deducting taxes on the Additional Purchase Price and taxes on the Gross-up Amount is equal to $15,000,000. Buyer will also reimburse Seller at the Closing for a reasonable amount of additional legal and accounting fees incurred by Seller in connection with the Election and this amendment to the Purchase Agreement. The Tax Basis Study approved by Seller and Buyer will be utilized in the preparation of Schedule 2.5. Third: A new subparagraph shall be added to section 6.3 reading as follows:
INTERNAL REVENUE CODE ELECTION. If, for federal income tax purposes, this Agreement and the operations under it are regarded as a partnership, and if the Parties have not otherwise agreed to form a tax partnership pursuant to Exhibit F or other agreement between them, each affected Party elects to be excluded from the application of all of the provisions of Subchapter K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1986, as amended (“Code”), as permitted and authorized by Section 761 of the Code and the regulations promulgated under it. Operator is authorized and directed to execute on behalf of each affected Party evidence of this election as may be required by the Secretary of the Treasury of the United States or the federal Internal Revenue Service (“IRS”), including specifically, but not by way of limitation, all of the returns, statements, and the data required by Treasury Regulations §1.761. Should there by any requirement that each affected Party give further evidence of this election, each Party shall execute the documents and furnish the other evidence as may be required by the IRS or as may be necessary to evidence this election. No Party shall give any notices or take any other action inconsistent with this election. If any present or future income tax laws of the state of Nevada or any future income tax laws of the United States contain provisions similar to those in Subchapter K, Chapter 1, Subtitle A, of the Code, under which an election similar to that provided by Section 761 of the Code is permitted, each affected Party shall make that election as may be permitted or required by those laws. In making the foregoing election, each Party states that the income derived by the Party from operations under this Agreement can be adequately determined without the computation of partnership taxable income.
INTERNAL REVENUE CODE ELECTION. In accordance with Section 8(e) of the LLC Agreement, the Company will elect to adjust the basis of the Company’s property in accordance with the provisions of the Internal Revenue Code.
INTERNAL REVENUE CODE ELECTION. If, for federal income tax purposes, this Agreement and the operations hereunder are regarded as a partnership, and if the parties have not otherwise agreed to form a tax partnership pursuant to other agreements between them; each party thereby affected elects to be excluded from the application of all of the provisions of Subchapter "K", Chapter 1, Subtitle "A", of the Internal Revenue Code of 1986, as amended ("Code"), as permitted and authorized by Section 761 of the Code and the regulations promulgated hereunder. Operator is authorized and directed to execute on behalf of each party hereby affected such evidence of this election as may be required by the Secretary of the Treasury Regulations 1-761. Should there be any requirement that each party hereby affected give further evidence as may be required by the Federal Internal Revenue Service or as may be necessary to evidence this election. No such party shall give any notices or take any other action inconsistent with the election made hereby. If any present or future income tax laws of the United States contain provisions similar to that provided by Section 761 of the Code, each party hereby affected shall make such election as may be permitted or required by such laws. In making the foregoing election, each said party states that the income derived by such party from operations hereunder can be adequately determined without the computation of partnership taxable income.