ELECTIONS, ETC Sample Clauses
The "Elections, etc" clause defines the procedures and requirements for making formal choices or selections under a contract, such as designating options, providing notices, or exercising rights. Typically, this clause outlines how and when parties must communicate their decisions, the form such communications should take, and any deadlines or conditions that must be met for the election to be valid. For example, it may specify that a party must notify the other in writing within a certain timeframe to exercise an option or right. The core function of this clause is to ensure clarity and consistency in how contractual choices are made, reducing the risk of disputes over whether an election was properly exercised.
ELECTIONS, ETC. (a) Prior to the Closing, (i) neither Genex nor the Genex Stockholder will revoke Genex's election to be taxed as an S corporation within the meaning of Code section 1361 and 1362 and (ii) Genex and the Genex Stockholder shall not take or allow any action (other than the sale of Genex stock pursuant to this Agreement) that would result in the termination of Genex's status as a validly electing S corporation within the meaning of Code sections 1361 and 1362.
(b) Without the prior written consent of ▇▇▇▇▇▇▇▇ (which consent shall not be unreasonably withheld), neither Genex nor the Genex Stockholder, prior to the Closing, shall make or change any other election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Genex, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Genex for any period (or portion thereof) ending after the Closing Date or decreasing any Tax attribute of Target existing on the Closing Date.
(c) Without the prior written consent of the Genex Stockholder (which consent shall not be unreasonably withheld), none of Genex, ▇▇▇▇▇▇▇▇, or any Affiliate of ▇▇▇▇▇▇▇▇ shall, after the Closing Date, make or change any other election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Genex, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Genex for any period ending after the Closing Date or decreasing any Tax attribute of Genex ending on or before the Closing Date.
ELECTIONS, ETC. The Trustee shall have full, absolute and unfettered discretion from time to time and at any time or times, either alone or in conjunction with the Beneficiaries, to make or refrain from making any election or elections, designations, determinations, distributions or allocations or both for the purposes of the Income Tax Act or any similar legislation of any province or other jurisdiction in force from time to time as in their absolute discretion deem to be in the best interests of the Trust Property or the Beneficiaries or both, either alone or in conjunction with the Beneficiaries. Where any specific funds or shares are created under this Trust Property, the Trustees shall have the absolute power to determine which specific assets shall form such fund or share, as the case may be, unless otherwise expressly provided in the Trust Property. The Trustee is specifically exonerated from any responsibility with respect to making or not making any such election or elections, designations,
MKLK_Client_2775485.1 determinations, distributions or allocations or both, if they act bona fide in the exercise of such powers. The exercise of a discretion by the Trustee shall be conclusive and binding on the Beneficiaries and notwithstanding any of the foregoing provisions, the making and filing of an election or elections, designations, determinations, distributions or allocations or both, for income tax purposes shall not in and of itself create a vested interest in the Beneficiaries to any portion of the Trust Property.