Common use of Push-Out Election Clause in Contracts

Push-Out Election. If the Partnership receives notice of a final Partnership Adjustment from the IRS, the Partnership Representative shall so notify the Partners and any Former Partners in accordance with the provisions of Section 13.04(b)(iv) above and, if requested to do so by the Administrative General Partner, and only after a good faith consultation with the Limited Partner, shall make an election (a “Push-Out Election”) under Section 6226 of the Code with respect to one or more Imputed Underpayments set forth in the final Partnership Adjustment notice. Except as hereinafter provided, if a Push-Out Election is made, each Reviewed Year Partner shall take into account its allocable share of the Partnership Adjustments that relate to the specified Imputed Underpayment and shall be liable for any Taxes as described in Section 6226 of the Code and any applicable Treasury Regulations or other guidance prescribed by the IRS. Notwithstanding the foregoing, to the extent permitted by law, any Reviewed Year Partner that is a partnership or S corporation may, at its option and in accordance with any applicable Treasury Regulations or other guidance prescribed by the IRS, elect (in lieu of paying its allocable share of such Partnership Adjustments) to push out the liability for Taxes attributable to such Partnership Adjustments to its Partners (including Indirect Partners). Any Push-Out Election shall be filed within forty-five (45) days of the date the notice of final Partnership Adjustment is mailed by the IRS and shall be in such form, and shall contain such information, as required by any applicable Regulations, forms, instructions and other guidance prescribed by the IRS. If a Push- Out Election is made, the Partnership Representative shall furnish to each Reviewed Year Partner and the IRS, for each Reviewed Year within sixty (60) days after the date all of the Partnership Adjustments to which the statement relates are finally determined, a statement that includes all items and information required under any applicable Regulations, forms, instructions, and other guidance prescribed by the IRS. Furthermore, in the event that the Administrative General Partner makes a Push-Out Election without the Consent of the Limited Partner, the General Partner will be obligated to reimburse to the Limited Partner, within ten (10) days’ demand, the additional interest (which additional interest shall be the incremental percentage increase described in Section 6226(c)(2)(C) of the Code) paid by the Limited Partner as a result of the Push-Out Election but only to the extent that the total underpayment (including interest and penalties) paid by the Limited Partner exceeds what the Limited Partner’s proportional share of the Partnership’s imputed underpayment (including interest and penalties) would have been had a “push-out” election not been made.

Push-Out Election. If the Partnership receives notice of a final Partnership Adjustment from the IRS, the Partnership Representative shall so notify the Partners and any Former Partners in accordance with the provisions of Section 13.04(b)(iv) above and, if requested to do so by the Administrative General Partner, and only after a good faith consultation with the Limited Partner, shall make an election (a “Push-Out Election”) under Section 6226 of the Code with respect to one or more Imputed Underpayments set forth in the final Partnership Adjustment notice. Except as hereinafter provided, if a Push-Out Election is made, each Reviewed Year Partner shall take into account its allocable share of the Partnership Adjustments that relate to the specified Imputed Underpayment and shall be liable for any Taxes as described in Section 6226 of the Code and any applicable Treasury Regulations or other guidance prescribed by the IRS. Notwithstanding the foregoing, to the extent permitted by law, any Reviewed Year Partner that is a partnership or S corporation may, at its option and in accordance with any applicable Treasury Regulations or other guidance prescribed by the IRS, elect (in lieu of paying its allocable share of such Partnership Adjustments) to push out the liability for Taxes attributable to such Partnership Adjustments to its Partners (including Indirect Partners). Any Push-Push- Out Election shall be filed within forty-five (45) days of the date the notice of final Partnership Adjustment is mailed by the IRS and shall be in such form, and shall contain such information, as required by any applicable Regulations, forms, instructions and other guidance prescribed by the IRS. If a Push- Push-Out Election is made, the Partnership Representative shall furnish to each Reviewed Year Partner and the IRS, for each Reviewed Year within sixty (60) days after the date all of the Partnership Adjustments to which the statement relates are finally determined, a statement that includes all items and information required under any applicable Regulations, forms, instructions, and other guidance prescribed by the IRS. Furthermore, in the event that the Administrative General Partner makes a Push-Out Election without against the Consent advice of the Limited Partner, the General Partner will be obligated to reimburse to the Limited Partner, within ten (10) days’ demand, the additional interest (which additional interest shall be the incremental percentage increase described in Section 6226(c)(2)(C) of the Code) paid by the Limited Partner as a result of the Push-Out Election but only to the extent that the total underpayment (including interest and penalties) paid by the Limited Partner exceeds what the Limited Partner’s proportional share of the Partnership’s imputed underpayment (including interest and penalties) would have been had a “push-out” election not been made.

Push-Out Election. If In the Partnership receives notice case of an audit or examination of the Company or any Enterprise for a final Partnership Adjustment from the IRS, the Partnership Representative shall so notify the Partners and any Former Partners in accordance with the provisions Pre-Closing Tax Period under Subchapter C of Section 13.04(b)(iv) above and, if requested to do so by the Administrative General Partner, and only after a good faith consultation with the Limited Partner, shall make an election (a “Push-Out Election”) under Section 6226 Chapter 63 of the Code with respect (the “Partnership Audit Rules”), the Company shall cause the partnership representative to one keep Purchaser fully and timely informed of all material developments relating to the audit or more Imputed Underpayments set forth in the final Partnership Adjustment noticeexamination. Except as hereinafter providedCompany agrees that, if a Push-Out Election is made, each Reviewed Year Partner shall take into account its allocable share of the Partnership Adjustments that relate to the specified Imputed Underpayment and shall be liable for any Taxes as described in Section 6226 of the Code and any applicable Treasury Regulations or other guidance prescribed by the IRS. Notwithstanding the foregoing, to the extent permitted by law, any Reviewed Year Partner that is a partnership or S corporation may, at its option and in accordance with any applicable Treasury Regulations or other guidance prescribed by the IRS, elect (in lieu of paying its allocable share of such Partnership Adjustments) to push out the liability for Taxes attributable to such Partnership Adjustments to its Partners (including Indirect Partners). Any Push-Out Election shall be filed within forty-five (45) 25 days of the date the of notice of final Partnership Adjustment is mailed by a partnership adjustment with respect to a Pre-Closing Tax Period of the IRS and shall be in such form, and shall contain such information, as required by any applicable Regulations, forms, instructions and other guidance prescribed by the IRS. If a Push- Out Election is madeCompany or an Enterprise, the Partnership Representative shall furnish Internal Revenue Service has not been paid all amounts required to each Reviewed Year Partner and the IRSbe paid with respect to an imputed underpayment for such period from funds contributed by, for each Reviewed Year within sixty (60) days after the date all or otherwise distributable to, members of the Partnership Adjustments Company or Enterprise in the year to which the statement relates are finally determined, a statement that includes all items and information required under any applicable Regulations, forms, instructions, and other guidance prescribed by the IRS. Furthermore, in the event that the Administrative General Partner makes a Push-Out Election without the Consent of the Limited Partneradjustment relates, the General Partner Company will be obligated make or cause the applicable Enterprise to reimburse make or make best efforts to the Limited Partner, within ten (10) days’ demand, the additional interest (which additional interest shall be the incremental percentage increase described in cause a Person with authority to make an election under Section 6226(c)(2)(C6226(a) of the Code) paid by the Limited Partner as a result Code to push out Tax liability to members of the PushCompany or applicable Enterprise who were members of the Company or applicable Enterprise in the Pre-Out Election but only Closing Tax Period to which the imputed underpayment relates. If the Company or any Enterprise is unable to make an election under Section 6226(a) of the Code (or fails to comply with its obligations in the preceding sentence) and pays any Pre-Closing Tax Period Tax pursuant to the extent Partnership Audit Rules, the Company shall make or cause the applicable Enterprise to make commercially reasonable efforts to place the economic burden of such Taxes on Persons who were partners (for federal income tax purposes) in the Company or applicable Enterprise in the tax year to which the Tax relates. Terms used in this Section 1.1 shall have the meanings given to them in the Partnership Audit Rules. This Section 1.1 (other than this sentence and the preceding sentence) shall not apply with respect to an Enterprise that is a single member limited liability company if the total underpayment Internal Revenue Service determines that a single member limited liability company that once was a multi-member limited liability company has no liability for imputed understatements (including interest penalties and penaltiesinterest) paid by under the Limited Partner exceeds what the Limited Partner’s proportional share of the Partnership’s imputed underpayment (including interest and penalties) would have been had a “push-out” election not been madePartnership Audit Rules.