Certain Tax Elections. With respect to any Tax election (x) which, if made, would bind one or more members of the Xxxxxxx Group, on the one hand, and one or more members of the Newco Group, on the other hand, including the Specified Tax Elections, or (y) if made by one or more members of one Group would be effective only if the same election is made by one or more members of the other Group, Xxxxxxx shall be entitled in its reasonable discretion, after consultation with Newco, to determine whether the Xxxxxxx Group or the Newco Group shall make such Tax election, and no member of the Newco Group shall make any such Tax election without the prior written consent of Xxxxxxx (which may be granted or withheld in the reasonable discretion of Xxxxxxx, after consultation with Newco). If Xxxxxxx determines that any such Tax election shall be made, or agrees to make such election, in each case in accordance with this Section 8, Newco and Xxxxxxx shall, and shall cause the members of the Newco Group and the Xxxxxxx Group, as appropriate, to cooperate in making such election.
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Samples: Tax Matters Agreement (Aspen Technology, Inc.), Transaction Agreement and Plan of Merger (Emersub CX, Inc.), Stockholders Agreement (Emerson Electric Co)
Certain Tax Elections. With respect to any Tax election (x) which, if made, would bind one or more members of the Xxxxxxx Exxxxxx Group, on the one hand, and one or more members of the Newco Group, on the other hand, including the Specified Tax Elections, or (y) if made by one or more members of one Group would be effective only if the same election is made by one or more members of the other Group, Xxxxxxx Exxxxxx shall be entitled in its reasonable discretion, after consultation with Newco, to determine whether the Xxxxxxx Exxxxxx Group or the Newco Group shall make such Tax election, and no member of the Newco Group shall make any such Tax election without the prior written consent of Xxxxxxx Exxxxxx (which may be granted or withheld in the reasonable discretion of XxxxxxxExxxxxx, after consultation with Newco). If Xxxxxxx Exxxxxx determines that such any such Tax election shall be made, or agrees to make such election, in each case in accordance with this Section 8, Newco and Xxxxxxx Exxxxxx shall, and shall cause the members of the Newco Group and the Xxxxxxx Exxxxxx Group, as appropriate, to cooperate in making such election.
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