Section 338 Election. No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.
Section 338 Election. Purchaser shall not make, nor permit its Affiliates to make, any election under Section 338 of the Code (or any analogous provision of state, local or non-U.S. Law) with respect to the sale of any Group Company.
Section 338 Election. (i) Except as provided in clause (ii) below, neither Buyer nor Seller nor any of their Affiliates shall make or cause to be made any election under Section 338 of the Code in connection with the transactions contemplated by this Agreement.
Section 338 Election. (i) At the sole election of the Buyer, to be exercised within ninety (90) days after the Closing Date, the Seller Entities and Buyer will jointly complete and make an election under Section 338(h)(10) of the Code (with respect to the Company) on Form 8023 or in such other manner as may be required by rule or regulation of the Internal Revenue Service, and will jointly make an election in the manner required under any analogous provisions of state or local law as the Buyer will designate or as will be required, concerning the transactions contemplated by this Agreement (collectively and specifically, the “Section 338(h)(10) Election”). The Buyer will, with the assistance and cooperation of the Seller Entities, prepare all such Section 338(h)(10) forms required as attachments to Form 8023 (and all forms under analogous provisions of state or local law) in accordance with applicable Tax laws, and Buyer will deliver such forms and related documents to the Seller Entities at least sixty (60) days prior to the due date of filing. The Seller Entities will deliver to the Buyer at least forty five (45) days prior to the due date of filing copies of such completed and fully executed forms as are required to be filed under Section 338(h)(10) of the Code (and analogous provisions of state and local law). The Buyer will timely file such forms with the appropriate Tax authorities. The Buyer and Seller Entities will use commercially reasonable efforts to agree, as soon as practicable after Closing but in no event later than one hundred twenty (120) days following the Closing Date (subject to the dispute resolution mechanism described in clause (ii) below), on the computation of the modified aggregate deemed sale price (“MADSP”) (as defined under U.S. Department of Treasury Regulations).
Section 338 Election. The Buyer shall not make any election pursuant to Section 338(g) of the Internal Revenue Code of 1986 (or any comparable election under any other federal, state, local or foreign Tax law) with respect to the purchase of the Shares pursuant to this Agreement.
Section 338 Election. Section 11.5(a)........................................62
Section 338 Election. No election under Section 338 of the Code has been made by or with respect to any of the Parent or its Subsidiaries or any of their respective assets or properties.
Section 338 Election. Notwithstanding anything to the contrary contained in this Agreement, if Purchaser or any Affiliate of Purchaser acquires or becomes the owner, for U.S. federal income tax purposes, of any Company Shares (other than Company Shares held by Holdings) at any time that Holdings is the owner, for U.S. federal income tax purposes, of any Company Shares, neither Purchaser nor any Affiliate of Purchaser shall make, or permit to be made, an election under Section 338 of the Code with respect to such Company Shares or with respect to any of the transactions contemplated by this Agreement, unless the Company provides prior express written consent to any such election.
Section 338 Election. The Purchaser may make an election under Section 338 of the Internal Revenue Code with respect to acquired Subsidiaries (and the Company shall cooperate with the Purchaser in making such election and shall take such actions as reasonably requested by the Purchaser to make such election).
Section 338 Election. Sellers shall provide such cooperation and assistance as Buyer may reasonably request, from time to time, with respect to Buyer Cdn making an election under Code Section 338(g) (and any corresponding election under U.S. state or local law) (collectively, a "Section 338 Election") with respect to the purchase by Buyer Cdn of the capital stock of PTH or PTGH hereunder. If Buyer Cdn makes such Section 338 Election, Buyer shall pay to each Seller the amount of consideration, if any, necessary to cause such Seller's net proceeds from the sale of the capital stock of PTH or PTGH hereunder, as the case may be, to be equal to the after-Tax net proceeds that such Seller would have received had such Section 338 Election not been made, taking into account all appropriate federal, state, local and foreign Tax implications (the "Tax Adjustment"). Sellers' Representative shall provide Buyer with a schedule computing the amount of the Tax Adjustment within 20 days after Buyer has informed it in writing that Buyer Cdn has made such Section 338 Election. In making such calculations, the highest applicable federal, state, local or foreign income tax rates applicable to each Seller based on (a) such Seller's character (e.g., natural person, corporation, etc.), (b) county and state or province of residence, and (c) character of the income recognized, shall be used. Buyer shall have 15 Business Days to consider such schedule and, if it disagrees with the calculation, the procedure for resolving disagreements set forth at Section 2.2.4.3 shall be followed. Buyer shall pay to Sellers' Representative on behalf of the respective Sellers the aggregate amount of the Tax Adjustment for each Seller within 15 Business Days after the Tax Adjustment for all Sellers has been finally determined. For the avoidance of doubt, no election under Code Section 338 or any similar election under state, local or non-US law, shall be made with respect to the acquisition of AAI and APH under this Agreement without the prior written consent of Sellers' Representative, which consent may be withheld in Sellers' Representative's sole and absolute discretion.
