Common use of Protective Section 336(e) Election Clause in Contracts

Protective Section 336(e) Election. (a) ▇▇▇▇▇▇ will make a valid protective election under Section 336(e) of the Code with respect to the Distribution, in accordance with Treasury Regulation §§ 1.336-2(h) and (j). Accordingly, ▇▇▇▇▇▇ and Cable will timely enter into an agreement contemplated by Treasury Regulation § 1.336-2(h)(1)(i). Cable will cooperate with ▇▇▇▇▇▇ to facilitate the making of such election. (b) In the event that the Distribution fails to qualify for the Intended Tax Treatment: (i) If ▇▇▇▇▇▇ is liable for Transaction Taxes pursuant to Section 2.01, then Cable will pay to ▇▇▇▇▇▇ 100% of any Tax benefits actually realized by Cable or any of its Affiliates as a result of the election described in Section 7.08(a) (net of Cable’s reasonable costs and expenses, including professional fees, in determining the amount due), up to the total amount of Transaction Taxes for which ▇▇▇▇▇▇ is liable; (ii) If Cable is liable for Transaction Taxes pursuant to Section 2.02, then no payment will be due. (c) In the event Section 7.08(b)(i) becomes applicable and payments become due hereunder, the Parties will cooperate in good faith to implement Section 7.08(b)(i) in accordance with the principles that commonly apply to “tax receivable agreements”. (d) For the avoidance of doubt, Tax benefit matters addressed by this Section 7.08 will not be governed by Section 4.03.