Certain Elections. Seller and CNB agree that neither shall make ----------------- or cause CNB to be bound by any Code Section 338 or 338(h)(10) election, or any similar election under state, local or foreign jurisdiction tax law. Seller shall not make any election under Treasury Regulation (S)1.1502-20 (or any successor or equivalent state, local or foreign provision), the effect of which would cause any portion of the Bank's net operating loss to be reattributable to Seller. No other election shall be made, or action taken, the effect of which would reduce, impair or eliminate any tax basis in the assets of the Bank, or any of the Bank's net operating losses, which exist at the Closing Date.
Appears in 2 contracts
Sources: Stock Purchase Agreement (City National Corp), Stock Purchase Agreement (City National Corp)