Common use of 338 Elections Clause in Contracts

338 Elections. Notwithstanding anything herein to the contrary, Buyer shall be permitted to make an election under Section 338(g) of the Code (a “338(g) Election”) with respect to the acquisition of any Conveyed Entity that is (i) organized outside the United States and (ii) classified as a corporation for U.S. federal income tax purposes, without obtaining the Sellers’ prior written consent; provided, however, that Buyer will indemnify and hold harmless Sellers for any Taxes to the extent set forth on Section 5.13(g) of the Seller Disclosure Schedule. In addition, Seller and Buyer shall make an election under Section 338(h)(10) of the Code (a “338(h)(10) Election”) with respect to the acquisition of the U.S. Conveyed Entity, it being understood that Buyer shall not be liable for any Taxes incurred by Seller as a result of making the 338(h)(10) election.