Election Forms. Seller shall cooperate with Buyer in the preparation of the Section 338(h)(10) Election Forms and shall deliver duly completed, executed copies thereof on the Closing Date. Buyer and Seller shall cooperate with each other and take all actions necessary and appropriate (including filing such additional forms, Tax Returns, elections, schedules, and other documents as may be required) to effect and preserve the Section 338(h)(10) Election in accordance with Section 338 of the Code and the Treasury Regulations thereunder and comparable provisions of applicable state and local Tax laws and shall take no action inconsistent therewith except to the extent required pursuant to a “determination” as defined in Section 1313(a) of the Code or any similar provision of any state, foreign or local law.
Election Forms. The Buyer shall have provided to Seller an Internal Revenue Service Form 8023 executed and filled out by the Buyer and in a form reasonably satisfactory to Seller, along with any equivalent forms required under state, local or foreign Tax law requested by Seller and in a form reasonably satisfactory to Seller. Seller shall execute Form 8023 and it shall be sent to the appropriate Internal Revenue Service Center at Closing.
Election Forms. Notwithstanding anything herein to the contrary, the terms of an election form with respect to the conditions under which a Participant may make any election hereunder, as provided in such form (whether electronic or otherwise) are hereby incorporated herein and supersede any otherwise inconsistent Plan provision.
Election Forms. At the Closing, Seller shall deliver to Buyer such Section 338(h)(10) Election Forms, duly executed. Seller authorizes Buyer to file each Section 338(h)(10) Election Form with the appropriate Taxing Authority on behalf of Seller and Buyer. Promptly following each such filing, Buyer shall provide Seller with a copy of such filed Section 338(h)(10)
Election Forms. As reasonably requested from time to time by Buyer, Seller shall assist Buyer in, and shall provide the necessary information to Buyer, in connection with the preparation of any other forms and documentation required to effect valid and timely Section 338(h)(10) Elections.
Election Forms. Buyer, Seller and the Company shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Section 338(h)(10)
Election Forms. Neither Buyer, Seller nor the Company shall take any position on any Tax Return or with any taxing authorities that is inconsistent with the agreed fair market values on the final Section 338(h)(10) Election Forms, provided that Buyer, Seller and the Company may take a tax position consistent with any examination adjustments made by the Internal Revenue Service or applicable state or local taxing authorities.
Election Forms. (1) The Vendor hereby represents and warrants to the Purchaser that:
Election Forms. Buyer shall make reasonable adjustments to the Section 338(h)(10) Election Forms proposed by Seller. In the event the parties cannot reach agreement on the Section 338(h) (10) Election Forms, such disagreement shall be resolved by the Independent Accounting Firm. Buyer and Seller shall duly execute the completed Section 338(h)(10) Election Forms promptly after such forms have been finalized. Buyer shall file such forms within the applicable time period and provide copies of the Section 338(h)(10) Forms as filed. As soon as practicable, but not later than thirty (30) days after the date of any adjustment to the Purchase Price, Buyer shall furnish Seller with a copy of the appropriate
Election Forms. (a) An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares of Mid-Valley Common Stock shall pass, only upon proper delivery of such certificates to the exchange agent selected by Bancorp (the “Exchange Agent”)) in such form as Bancorp and Mid-Valley may agree (the “Election Form”) shall be mailed no less than 35 days prior to the Effective Time, or on such other date as Bancorp and Mid-Valley may agree (the “Mailing Date”), to each holder of record of Mid-Valley Common Stock as of the close of business on the third business day prior to the Mailing Date (the “Election Form Record Date”).
