Common use of Section 338 Election Clause in Contracts

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. (i) At the sole election of the Buyer, to be exercised within ninety (90) days after the Closing DateDate (or such other time specified by the Buyer, but subject to the time limitations set forth below), the Seller Entities and/or the Parent, as appropriate, and the Buyer will jointly complete and make an election under Section 338(h)(10) of the Code (with respect to the CompanyCompany and/or its Subsidiaries) of the Code (the “338(h)(10) Election”) on Form 8023 or in such other manner as may be required by rule or regulation of the Internal Revenue Service, and at the sole election of the Buyer, the Seller and/or the Parent, as appropriate, 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”)Agreement. The Buyer will, with the assistance and cooperation of the Seller EntitiesSeller, prepare all such Section 338(h)(10338(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 forty-five (6045) days prior to the due date of filing. The Seller Entities will deliver to the Buyer at least forty five fifteen (4515) 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 the Seller Entities will use commercially reasonable their best 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)Date, on the computation of the modified aggregate deemed sale price (“MADSP”) (as defined under U.S. Department of Treasury Regulations). The Buyer and the Seller shall each file a consistent Form 8883 within the time period required pursuant to the Code and regulations thereunder. The Seller agrees to cooperate with the Buyer in making the required elections and filing the applicable forms with respect to the Section 338(h)(10) Election and required state and local filings.

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 CompanyCompanies) 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. (i) At The Shareholders shall join with the sole election of Buyer and/or the Buyer, to be exercised within ninety (90) days after the Closing Date, the Seller Entities and Buyer will jointly complete and make Company in making an election under Section 338(h)(10) of the Code and Treasury Regulation (S) 1.338(h)(10)-1(d) (the "Section 338 Regulations") (and, to the extent requested by the Buyer, any election comparable to Section 338 (h)(10) of the Code under state, local or foreign tax law, or if such election is unavailable, any election comparable to Section 338(g) of the Code under state, local or foreign tax law) (collectively, the "Section 338 Election") 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 specificallyAgreement. At the Closing, the “Section 338(h)(10) Election”). The Buyer will, with the assistance Shareholders shall sign and cooperation of the Seller Entities, prepare all such Section 338(h)(10) forms required as attachments to deliver Internal Revenue Service Form 8023 (and all forms under analogous provisions of state or local lawthe "Federal Section 338 Form") to Xxxxxxxxxxx Xxxxx & Xxxxxxxx, LLP in accordance with applicable Tax laws, and Buyer will deliver such forms and related documents escrow pursuant to the Seller Entities at least sixty Section 338 Escrow Agreement. The Shareholder shall deliver to the Buyer any state, local or foreign forms required for the Section 338 Election (60collectively, the "State Section 338 Forms" and, together with the Federal Section 338 Form, the "Section 338 Forms") signed by each of the Shareholders as soon as reasonably practicable after the Closing but in all events upon the earlier of (i) 30 days prior to the due outside filing date of filingfor any such State Section 338 Form or (ii) 60 days after the Closing Date. The Seller Entities will deliver to To the Buyer at least forty five (45) days extent that any item on a Section 338 Form has not been completed prior to the due date Closing, the parties shall agree at the Closing on the manner in which the item is to be determined. The Shareholders shall at any time and from time to time after the Closing cooperate with the Buyer in connection with the Section 338 Election, including the signing by them of filing copies any forms that the Buyer may reasonably request in order to accomplish the Section 338 Election. Shareholders (i) shall pay any Taxes attributable to the transaction contemplated by this Agreement and the making of such completed any Section 338 Election, including, without limitation, any Tax imposed upon the Company and fully executed forms as any Tax attributable to any Section 338 Election in which Shareholders are not required to be filed under Section 338(h)(10) of the Code (join 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 will indemnify the computation Buyer in accordance with Section 5.03 against any adverse consequences arising out of the modified aggregate deemed sale price (“MADSP”) (as defined under U.S. Department of Treasury Regulations)any failure to pay such Taxes.

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 CompanyCompanies) 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 thirty (4530) 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). The Buyer and the Seller shall each file a consistent Form 8883 within the time period required pursuant to the Code and regulations thereunder. The Seller agrees to cooperate with the Buyer in making the required elections and filing the applicable forms with respect to the Section 338(h)(10) Election and required state and local filings.

Section 338 Election. (i) At the sole election of the Buyer, to be exercised within ninety (90) days after the Closing DateDate (or such other time specified by the Buyer, but subject to the time limitations set forth below), the Seller Entities and/or the Parent, as appropriate, and the Buyer will jointly complete and make an election under Section 338(h)(10) of the Code (with respect to the CompanyCompany and/or its Subsidiaries) of the Code (the "338(h)(10) Election") on Form 8023 or in such other manner as may be required by rule or regulation of the Internal Revenue Service, and at the sole election of the Buyer, the Seller and/or the Parent, as appropriate, 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”)Agreement. The Buyer will, with the assistance and cooperation of the Seller EntitiesSeller, prepare all such Section 338(h)(10338(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 forty-five (6045) days prior to the due date of filing. The Seller Entities will deliver to the Buyer at least forty five fifteen (4515) 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 the Seller Entities will use commercially reasonable their best 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)Date, on the computation of the modified aggregate deemed sale price (“"MADSP”") (as defined under U.S. Department of Treasury Regulations). The Buyer and the Seller shall each file a consistent Form 8883 within the time period required pursuant to the Code and regulations thereunder. The Seller agrees to cooperate with the Buyer in making the required elections and filing the applicable forms with respect to the Section 338(h)(10) Election and required state and local filings.