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.
Appears in 3 contracts
Samples: Purchase Agreement (S.D. Shepherd Systems, Inc.), Purchase Agreement (Cendant Corp), Purchase Agreement (S.D. Shepherd Systems, Inc.)
Section 338 Election. (i) Except as provided in clause (ii) below, neither Neither the Buyer nor Seller nor any of their its Affiliates shall make or cause to be made any an election under pursuant to Section 338 338(g) of the Code in connection or any corresponding election under any other Tax law with respect to the transactions contemplated by acquisition of the Shares pursuant to this Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (National Vision Inc)
Section 338 Election. (i) Except as provided in clause (ii) below, neither Neither Buyer nor Seller nor any of their its Affiliates (including the Transferred Companies) shall make or cause to be made any election under Section 338 of the Code in connection with the transactions contemplated by this AgreementAgreement without the express written consent of Seller (which consent shall not be unreasonably withheld if such election would not increase a Tax liability of Seller or an Affiliate of Seller).
Appears in 1 contract
Section 338 Election. (i) Except as provided in clause (ii) below, neither Neither Buyer nor Seller nor Parent or any of their respective Affiliates shall make or cause or permit to be made any election under Section 338 of the Code in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lincoln National Corp)
