Common use of Section 338 Election Clause in Contracts

Section 338 Election. Buyer shall not, and shall not permit the Company to make an election under Section 338 of the Code (or any corresponding election under state or local Laws) with respect to the purchase and sale contemplated hereunder

Appears in 1 contract

Samples: Stock Purchase Agreement (Trimas Corp)

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Section 338 Election. Seller and Buyer shall not, and shall not permit the Company to make hereby agree that an election under Section 338 of the Code (or any corresponding election under state similar provision of the law of any country or local Lawstaxing jurisdiction) will not be made with respect to the purchase and sale contemplated hereunderof the Shares under this Agreement.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Imperial Sugar Co /New/)

Section 338 Election. Buyer shall notUnless agreed upon in writing by both the Sellers’ Representative and the Purchaser, and the Purchaser shall not permit the Company to make an election under Section Code section 338 of the Code (or nor any corresponding election under state corresponding provisions of state, local or local Lawsforeign tax law) with respect to the purchase and sale contemplated of the stock of the Company hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Activcard Corp)

Section 338 Election. The Buyer shall not, and shall not permit the Company make any election pursuant to make an election under Section 338 338(g) of the Internal Revenue Code of 1986 (or any corresponding comparable election under state any other federal, state, local or local Lawsforeign Tax law) with respect to the purchase and sale contemplated hereunderof the Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Share Purchase Agreement (Savient Pharmaceuticals Inc)

Section 338 Election. Buyer shall may not, and shall not permit in connection with the Company to transactions contemplated by this Agreement, make an election under Section 338 of the Code (or any corresponding election similar section under state state, local or local Laws) with respect to foreign law without the purchase consent of the Seller Representative in its sole discretion and sale contemplated hereunderonly if, upon such election, Buyer indemnifies Sellers for all Taxes incurred by them, or for which Sellers would be liable under this Agreement or by law, as a result of such election.

Appears in 1 contract

Samples: Share Purchase Agreement (Allscripts Healthcare Solutions, Inc.)

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Section 338 Election. Buyer shall not, and shall not permit the Company to make an election under pursuant to Section 338 of the Code (or any corresponding election under state provision of state, local or local Lawsnon-U.S. Tax Law) with respect to the purchase and sale contemplated hereunderTransactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Alliant Techsystems Inc)

Section 338 Election. Buyer shall notExcept with the written consent of the Seller, and Purchaser shall not permit the Company to make an election under Section 338 section 338(g) of the US Internal Revenue Code (or any corresponding election under state or local Laws) of 1986, as amended, with respect to its purchase of the purchase and sale contemplated hereunderSale Shares.

Appears in 1 contract

Samples: Purchase Agreement (Globix Corp)

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