Section 336(e) Elections Sample Clauses

Section 336(e) Elections. With respect to the Distribution, Distributing shall make (or cause to be made) timely and valid protective elections under Section 336(e) of the Code (and any corresponding elections under state, local or non-U.S. Tax Law) (the “Section 336(e) Elections”) with respect to SpinCo, GCI and any of GCI’s Subsidiaries treated as U.S. corporations for U.S. federal income tax purposes (SpinCo, GCI and such Subsidiaries together, the “Section 336(e) Entities”). SpinCo shall be responsible for the preparation of any documentation as may be contemplated by applicable Tax Law or administrative practice to effect such Section 336(e) Elections, including written, binding agreements satisfying the requirements of Treasury Regulations Section 1.336-2(h)(1)(i), and election statements satisfying the requirements of Treasury Regulations Sections 1.336-2(h)(5) and (h)(6). SpinCo shall provide drafts of any such documentation to Distributing for its review and comment at least 30 days prior to the due date for filing such documentation. Distributing and SpinCo shall cooperate in making the Section 336(e) Elections and execute the agreements required to effect such Section 336(e) Elections.

Section 336(e) Elections. Pursuant to Treasury Regulation Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent and Enova agree that Parent shall make a timely protective election under Section 336(e) of the Code and the Treasury Regulations issued thereunder for Enova and each Affiliate of Enova that is a domestic corporation for United States federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury Regulation Section 1.336(e)-1(b)(6), either because (a) the Distribution is not a transaction described in Treasury Regulations section 1.336-1(b)(5)(i)(B) or (b) Treasury Regulation Section 1.336-1(b)(5)(ii) applies to the Distribution. If and to the extent that there is a violation of the Tax-Free Status of the Distribution, and the resulting Taxes (including any Taxes attributable to the Section 336(e) Election) are treated as Taxes of Enova (rather than Taxes of Parent) pursuant to this Agreement, then, to that extent, Parent shall be entitled to quarterly payments from Enova equal to the actual Tax savings arising from the step-up in Tax basis resulting from the Section 336(e) Election, determined using a “with and without” methodology (treating any deductions or amortization attributable to the step-up in tax basis resulting from the Section 336(e) Election as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards), and less a reasonable charge for administrative expenses necessary to secure the Tax savings, provided, however, that that any payments to Parent by Enova under this Section 7.05 shall be treated as payments by Enova in partial satisfaction of its indemnity obligation to Parent under Section 7.04(a) and that Parent and its Affiliated shall only be permitted to recover once hundred percent (100%) of any Tax-Related Losses under Section 7.04(a) (including any payments made by Enova under this Section 7.05).

Section 336(e) Elections. At Lennar’s election without the need for any further action by any other party (except as otherwise required by applicable law), Lennar, SpinCo, and TRSCo each hereby agrees to make one or more elections under section 336(e) of the Code and the Treasury Regulations promulgated thereunder and under any comparable provisions of state, local, or non-U.S.-law with respect to the Distribution, as provided in the Distribution Agreement, and effective as of the Distribution Date.

Section 336(e) Elections. (a) Dynatrace and Mainframe (and their respective Affiliates, as applicable) shall make an election under Section 336(e) of the Code (and any similar election under state or local law) with respect to Mainframe and its Subsidiaries, as applicable, as a result of the “qualified stock disposition” (as defined in Treasury Regulations Section 1.336-1(b)(6)) pursuant to the Distribution in accordance with Treasury Regulations Section 1.336-2(h) and (j) (and any applicable provisions under state and local law) and shall cooperate in the timely completion and/or filings of such elections and any related filings or procedures (including filing or amending any Tax Returns to implement an election that becomes effective). This Section 2.5 is intended to constitute a binding, written agreement to make an election under Section 336(e) of the Code with respect to the Distribution. (b) Within one hundred and twenty (120) days following the Distribution, Mainframe shall prepare and deliver to Dynatrace an allocation of the relevant “aggregate deemed asset disposition price” as determined under Treasury Regulations Section 1.336-3 among the assets of Mainframe and its applicable Subsidiaries as of the Effective Time for U.S. federal (and applicable state and local) income tax purposes, and, to the extent required by applicable Law, for non-U.S. Tax purposes (the “Allocation Statement”). (c) If, within thirty (30) days after the delivery of the Allocation Statement, Dynatrace notifies Mainframe that Dynatrace objects to the allocation set forth in the Allocation Statement (which notice shall specify in reasonable detail the items in dispute), Mainframe and Dynatrace shall seek in good faith to resolve such dispute within thirty (30) days (or such longer period as they may mutually agree). In the event that Mainframe and Dynatrace are unable to resolve such dispute within thirty (30) days (or such longer period as they may mutually agree), Mainframe and Dynatrace shall jointly retain, and cooperate in good faith with a “Big Four Accounting Firm” or other nationally recognized accounting firm to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected in the Allocation Statement shall be adjusted to reflect such resolution. The fees and expenses of the accounting firm shall be paid by Mainframe and Dynatrace in inverse proportion as they may each prevail on matters resolved by the accounting firm, which proportionate allocations shall also ...

Section 336(e) Elections. (a) Parent and HoldCo shall make a protective election under Section 336(e) (the “Section 336(e) Election”) (and any similar election under state or local law) with respect to the Distribution in accordance with Treasury Regulation Section 1.336-2(h) and (j) (and any applicable provisions under state and local law) and shall cooperate in the timely completion and/or filing of such elections and any related filings or procedures. This Section 6.09(a) is intended to constitute a binding, written agreement to make an election under Section 336(e) with respect to the Distribution as required under Treasury Regulation Section 1.336-2(h). In connection with such election, Parent shall make an election under Treasury Regulation Section 1.1502-13(f)(5)(ii) with respect to the Distribution. (b) In connection with the elections set forth in Section 6.09(a), HoldCo and Energy Supply shall make a protective election under Section 336(e) (and any similar election under state or local law) with respect to Energy Supply in accordance with Treasury Regulation Section 1. 336-2(h) and (j) (and any applicable provisions under state and local law), and Parent, HoldCo and Energy Supply shall cooperate in the timely completion and/or filings of such elections and any related filings or procedures. This Section 6.09(b) is intended to constitute a binding, written agreement to make an election under Section 336(e) with respect to the Internal Distribution as required under Treasury Regulation Section 1.336-2(h). (c) In connection with the elections set forth in Section 6.09(a) and Section 6.09(b), Parent and HoldCo shall cause the applicable parent and subsidiary entities to make a protective election under Section 336(e) of the Code (and any similar election under state or local law) in accordance with Treasury Regulation Section 1.336-2(h) and (j) (and any applicable provisions under state and local law) with respect to the entities set forth in Schedule 6.09, and Parent, HoldCo and Energy Supply shall cooperate (and shall cause their respective Affiliates to cooperate) in the timely completion and/or filings of such elections and any related filings or procedures. Parent and HoldCo shall cooperate (and shall cause their respective Affiliates to cooperate) in causing the applicable parent and subsidiary entities to enter into binding agreements to make such elections within twenty (20) days following the Separation Date. (d) Notwithstanding anything to the contrary herein, in t...

Section 336(e) Elections. (a) Buyer and Seller shall join and cooperate in making joint elections under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder in respect of the purchase of the DVU Equity Interests with respect to the DVU Transferred Entities and under any comparable provisions of state, local, or foreign Tax Law in respect of such purchase (the “Elections”). Seller shall include any income, gain, loss, deduction, or other Tax item resulting from the Elections on its Tax Returns to the extent required by applicable Law. Seller and Buyer shall report the transfers under this Agreement consistent with the Elections on all Tax Returns and neither Seller nor Buyer shall take a position contrary to the Elections unless and, then solely to the extent, required to do so pursuant to a final determination. (b) Without limiting the generality of the foregoing, with respect to the Elections, Buyer and Seller shall take any and all actions necessary in order complete the Elections in the manner described in Treasury Regulation Section 1.336-2(h)(1). At Closing, the Seller shall deliver to Buyer the election statements described in Treasury Regulation Section 1.336-2(h)(5) for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed). As reasonably requested from time to time by Seller (whether before, at or after the Closing), Buyer will assist and provide the necessary information to Seller in connection with the preparation of any other form or document required to effect valid and timely Elections, including IRS Form 8883, any similar form under state or local Law and any schedules or attachments thereto. If any changes are required in these forms following the Closing as a result of information that is first available after these forms are prepared, Buyer shall make any such changes and Buyer shall execute and deliver such revised forms to Seller at Seller’s request. (c) Within 30 days following the date on which the final determination of the Final Purchase Price is made pursuant to Section 2.06(a)(ii)(3), Buyer shall deliver to Seller a schedule (the “Allocation Schedule”) allocating the aggregate consideration (as determined for Income Tax purposes) payable to Seller hereunder among the assets of the DVU Transferred Entities; provided, that, such Allocation Schedule shall be consistent with the DeVry University Purchase Price and the DeVry New York Purchase Price and applicable Tax Law. Seller agrees that, withi...

Section 336(e) Elections. (a) The Company, Parent and SpinCo agree that the Distribution is intended to be treated as (1) a distribution to which Section 355(e) of the Code applies and (2) a QSD. (b) The Company and SpinCo agree (and shall cause the members of their respective Groups) to make a timely election under Section 336(e) of the Code and the Treasury Regulations issued thereunder and under any comparable statutes in any other jurisdiction for each member of the SpinCo Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (each such subsidiary, an “Applicable Subsidiary,” and each such election, a “Section 336(e) Election”) and to file each such election in accordance with Applicable Law. Without limiting the foregoing: (1) as soon as reasonably practicable after the execution of this Agreement, but in any event prior to the due date for the Company’s consolidated U.S. federal income Tax Return for the taxable year that includes the Closing Date, the Company, SpinCo and each Applicable Subsidiary shall enter into a written, binding agreement to make the Section 336(e) Elections as described in Treasury Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(h)(4) (the “336(e) Agreement”), (2) the Company shall retain a copy of the 336(e) Agreement, in accordance with Treasury Regulation Section 1.336-2(h)(1)(i), (3) the Company shall timely file with its consolidated U.S. federal income Tax Return for the taxable year that includes the Closing Date an election statement for each Section 336(e) Election satisfying the requirements of Treasury Regulation Section 1.336-2(h)(1)(i), (h)(5) and (h)(6) (each, an “Election Statement”), a draft of which the Company shall provide to Parent for its review and comment at least 30 days prior to such due date, (4) prior to the due date for the the Company’s consolidated U.S. federal income Tax Return for the taxable year that includes the Closing Date, the Company shall provide SpinCo and each Applicable Subsidiary with its respective Election Statement, in accordance with Treasury Regulation Section 1.336-2(h)(1), and (5) the Company shall timely file or cause to be timely filed two IRS Forms 8883 (or successor or comparable form with respect to elections under Section 336(e)) with respect to SpinCo and each Applicable Subsidiary that is consistent with the 336(e) Value Allocation (as defined in Section 11(c) below), in accordance with Treasury Regulations Section 1.336-2(h)(7). As promptly...

Section 336(e) Elections