Protective Election Sample Clauses

Protective Election. At the election of Purchaser following the Closing, Seller shall make a timely election (taking into account any payments treated as post-closing adjustments to amounts paid for the stock of DESS) under Treasury Regulation section 1.1502-36(d)(6)(i)(A) for U.S. federal income Tax purposes (and any comparable provision of state, local or foreign Tax Law) to reduce the Tax basis in the stock of DESS in an amount sufficient to avoid any reduction in the aggregate of the Tax attributes, including the Tax basis of the assets and deferred deductions pursuant to Treasury Regulation section 1.1502-36(d). Such election shall be made in accordance with the rules set forth in Treasury Regulation section 1.1502-36(e)(5), and Seller shall provide reasonable supporting documentation to Purchaser of the amount of Tax basis subject to reduction pursuant to the election, including documentation supporting Seller’s Tax basis in the stock of DESS immediately prior to the Closing and the net inside attribute amounts (within the meaning of Treasury Regulation section 1.1502-36(d)(3)) of DESS.

Protective Election. If Parent determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code and the Treasury Regulations issued thereunder and any similar provision of state or local Tax Law (each, a “Section 336(e) Election”) shall be made with respect to the Distribution or any of the Internal Distributions, SpinCo shall (and shall cause its relevant Affiliates to) join Parent (and/or its relevant Affiliates) in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution or any of the Internal Distributions, then this Agreement shall be amended in such a manner, if any, as is determined by Parent in good faith to take into account such Section 336(e) Election (including by requiring that, in the event the SpinCo Contribution, the Distribution, or any Internal Distribution fails to have U.S. Tax-Free Status and Parent is not entitled to indemnification for the Separation Tax Losses arising from such failure, SpinCo shall pay over to Parent any Tax Benefits realized by SpinCo or any member of the SpinCo Group arising from the step-up in Tax basis resulting from the relevant Section 336(e) Election).

Protective Election. If Parent determines, in its sole discretion, that a protective election under Section 336(e) of the Code and the Treasury Regulations issued thereunder and any similar provision of state or local Tax Law (the “Section 336(e) Election”) shall be made with respect to any of the Distributions, SpinCo shall (and shall cause any relevant member of the SpinCo Group to) join with Parent (or any relevant member of the Parent Group) in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election).

Protective Election. A protective election may be made to specially value qualified real property. The availability of special use valuation pursuant to this election is contingent upon values as finally determined (or agreed to following examination of a return) meeting the requirements of section 2032A. A protective election does not, however, extend the time for payment of any amount of tax. Rules for such extensions are contained in sections 6161, 6163, 6166, and 6166A. The protective election is to be made by a notice of election filed with a timely estate tax return stating that a protec- tive election under section 2032A is being made pending final determina- tion of values. This notice is to include the following information: (1) The decedent’s name and tax- payer identification number as they appear on the estate tax return; (2) The relevant qualified use; and (3) The items of real and personal property shown on the estate tax re- turn which are used in a qualified use, and which pass to qualified heirs (iden- tified by schedule and item number). If it is found that the estate qualifies for special use valuation based upon values as finally determined (or agreed to following examination of a return), an additional notice of election must be filed within 60 days after the date of such determination. This notice must set forth the information required under paragraph (a)(3) of this section and is to be attached, together with the agreement described in paragraph (c)(1) of this section, to an amended es- ▇▇▇▇ tax return. The new return is to be filed with the Internal Revenue Service office where the original return was filed.

Protective Election. To further assure that the Stock Purchase will be treated as a Bank Asset Purchase, Shareholder and Purchaser shall, and Shareholder shall cause its individual shareholders to, at the Closing, jointly execute IRS Form 8023 and any accompanying schedules or other documents necessary to consent to the Election under Section 338(h)(10) of the Code and any other Applicable Laws and Regulations Tax, including any corresponding or similar provisions of state or local law (the “Election”). Purchaser will retain the fully-executed IRS Form 8023 and cause it and any corresponding schedules and other documents to be filed with the IRS and any other Applicable Governmental Authorities as provided in Section 8.5(a).

Protective Election. If RemainCo determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code and the Treasury Regulations issued thereunder and any similar provision of state or local Tax Law (each, a “Section 336(e) Election”) shall be made with respect to the Separation Transactions, Air PubCo shall (and shall cause its relevant Affiliates to) join RemainCo (and/or its relevant Affiliates) in the making of such election and shall take any action reasonably requested by ▇▇▇▇▇▇▇▇ or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Separation Transactions, then this Agreement shall be amended in such a manner, if any, as is determined by Parent in good faith to take into account such Section 336(e)

Protective Election. Where the UK Seller notifies the Purchasers in writing pursuant to the foregoing:

Protective Election. Notwithstanding anything herein to the contrary, Seller shall make a protective election under Treasury Regulations Section 1.1502-36(d)(6)(i)(A) for U.S. federal income tax purposes (and for purposes of any applicable state or local tax laws) to reduce the Tax basis in the stock of the Company in an amount sufficient to avoid any reduction in the aggregate of the Tax attributes, including but not limited to the Tax basis of the assets of the Company, pursuant to and to the extent permitted by Treasury Regulation Section 1.1502-36(d) (the “Section 1.1502-36 Election”). The Section 1.1502-36 Election shall be made in accordance with the rules and requirements set forth in Treasury Regulation Section 1.1502-36(e)(5). Seller shall provide to Purchaser reasonable supporting documentation verifying that the Section 1.1502-36 Election was properly and timely made and such other information reasonably requested by Purchaser, and Purchaser shall reasonably cooperate with Seller to make the Section 1.1502-36(e)(5) Election. None of Seller or any of its Affiliates shall take any action which could reasonably be expected to result in a revocation of the Section 1.1502-36 Election.

Protective Election. (a) Each of Newco, each Participant, and the Company agree that: (i) the Company shall authorize and cause Newco (a) to execute and file IRS Form SS-4 to obtain an employer identification number (“EIN”) for the Deemed Partnership (defined below) and (b) to execute and file IRS Form 8832 (substantially in the form attached hereto) to elect effective upon the effectiveness of the Transaction Documents (as a protective measure) under Treasury Regulation section 301.7701-3 for the Deemed Partnership to be classified for U.S. Tax Purposes as a partnership (the “Protective Election”); (ii) Newco shall take such actions as are necessary to authorize its officers to effect the actions set forth in Section 7.4(a)(i); (iii) it shall not to revoke or seek to revoke (or cause Newco to seek to or revoke) the Protective Election; and (iv) it shall take all actions consistent with and no actions inconsistent with the Protective Election (other than to the extent otherwise provided in this Agreement). (b) During such time as this Agreement is in effect, each of Newco, each Participant, and the Company agrees that: (i) it is their mutual understanding and intention that, if Newco at any time is classified for U.S. Tax Purposes as a disregarded entity, the arrangement among Newco, the Participants, and the Company under this Agreement constitutes a business entity for purposes of Treasury Regulation section 301.7701-1(a)(2) (the “Deemed Partnership”); (ii) if there is a DRE Resolution, (1) it shall treat for U.S. Tax Purposes each Participant and Newco as a partner in the Deemed Partnership with each Participant’s percentage interest in the Deemed Partnership equal to its Participation Percentage and Newco’s percentage interest in the Deemed Partnership equal to the SC Tax Allocation Percentage, in each case, as adjusted from time to time; (2) the information provided pursuant to Section 7.3, the maintenance of capital accounts pursuant to Section 7.2(b), and the allocation of items of income, gain, loss deduction, or credit pursuant to Section 7.2(c) shall be with respect to the Deemed Partnership and not with respect to Newco; and (iii) if any of Newco, a Participant, or the Company receives a DRE Notice, it shall send copies of the DRE Notice promptly to each of the others (and for the avoidance of doubt, to all of the Participants) and Newco and, if necessary, the Company shall be entitled to authorize the Participants (at the Participants’ own expense) to control the p...