Section 338 Elections Sample Clauses

Section 338 Elections. The Seller, as the sole “S corporation shareholder” (within the meaning of Treasury Regulations Section 1.338(h)(10)-1(b)(5)) will cooperate and join with Buyer (at Buyer’s option) in making an election under Section 338(h)(10) of the Code, and any comparable provision of other applicable Law (collectively, the “Section 338 Elections”) with respect to the purchase and sale of the Shares hereunder. Seller will execute 2 IRS Forms 8023 (and any comparable forms under other applicable Law) at the Closing or at such other time as Buyer may reasonably request or as required by the Code in order to effectuate the Section 338 Elections. In connection with making the Section 338 Elections, Buyer will prepare and deliver to Seller a reasonable allocation of the “aggregate deemed sale price” within the meaning of Treasury Regulations Section 1.338-4, and the “adjusted grossed-up basis,” within the meaning of Treasury Regulations Section 1.338-5, based on reasonable market values, among the assets of the Company on IRS Form 8883 in accordance with Treasury Regulations Section 1.338-6 and 1.338-7 (the “Section 338 Allocation”) at least 30 days before the filing of such Section 338 Allocation, which Section 338 Allocation shall be acceptable to Seller (such acceptance not to be unreasonably withheld, conditioned, or delayed). If Seller disagrees with the proposed Section 338 Allocation, then Buyer and Seller will meet and negotiate in good faith to resolve the disagreement for a period of fifteen (15) days. If the disagreement cannot be resolved within such thirty-day period, then the Section 338 Allocation shall be finally determined by an nationally recognized accounting firm that is mutually acceptable to Buyer and Seller and any final Section 338 Allocation shall be final and binding on Buyer and Seller. Seller agrees to cooperate with Buyer, and to furnish Buyer with such information as Buyer reasonably requests, for purposes of determining such allocation. If Buyer determines to make the Section 338(h)(10) Elections, Seller will file all Tax Returns in a manner consistent with the Section 338 Elections and the Section 338 Allocation. Seller will pay any Tax attributable to the purchase and sale of the Shares hereunder and the making of the Section 338 Elections (including any Taxes imposed under Section 1374 of the Code and any comparable forms under other applicable Law). Neither the Company nor Seller will take or allow to be taken any action that could result ...

Section 338 Elections. Without the written consent of Colt (which consent may be withheld in Colt’s sole discretion), Buyer shall not make any election under Section 338 of the Code with respect to its acquisition of Stride Rite, Stride Rite Canada or any other PLG Entity.

Section 338 Elections. (i) Notwithstanding anything in this Section 7.8 to the contrary, prior to the date that is sixty (60) days after the Closing Date, Purchaser shall notify Parent in writing of its determination to (1) waive its right to make any elections under Section 338(h)(10) of the Code (and any comparable election under state or local Law) with respect to the acquisition of any Transferred Entity domiciled in the United States that is a corporation for U.S. federal income Tax purposes (each, a “Section 338(h)(10) Election”) or any elections under Section 338(g) of the Code (and any comparable election under state or local Law) with respect to the acquisition of any Transferred Entity domiciled outside of the United States that is a corporation for U.S. federal income Tax purposes (each, a “Section 338(g) Election”, and, together with any Section 338(h)(10) Election, the “Section 338 Elections”) or (2) affirm that it intends to make any Section 338(h)(10) Election or Section 338(g) Election. If Purchaser elects to make any Section 338(h)(10) Election, then Parent and Purchaser shall each execute an IRS Form 8023 and any similar state or local forms to jointly make and effectuate such Section 338(h)(10) Election and otherwise reasonably cooperate in making the Section 338(h)(10) Election. (ii) If Purchaser elects to make any Section 338 Election pursuant to the terms of Section 7.8(c)(i) with respect to any Transferred Entity, then, notwithstanding anything to the contrary in this Agreement, Purchaser shall promptly (and no later than five (5) days) after the final determination of the Gross Up Notice pursuant to Section 7.8(c)(iii) pay to Parent by wire transfer of immediately available funds an amount in cash equal to (1) the excess, if any, of (A) the total amount of all U.S. federal, state and local income Taxes imposed upon Parent or its Affiliates solely by reason of the deemed sale of the Transferred Entity’s assets and the deemed liquidation of the Transferred Entity as a result of the Section 338 Election, over (B) the total amount of all U.S. federal, state and local income Taxes which would have been required to have been paid by Parent and its Affiliates upon any gain Parent and its Affiliates would have recognized with respect to the sale of the applicable Shares to Purchaser if the Section 338 Election had not been made, as determined on a “with and without” basis, and without regard to any tax attributes other than tax attributes that (I) would have been...

Section 338 Elections. Buyer shall not make any election under Section 338 of the Code (or any similar election under state, local or other tax law) with respect to the acquisition of the DNE Shares, the Texas SUT Shares or the Superior Cables Holding Shares.

Section 338 Elections. The parties shall, unless prohibited by Law or not legally available in view of the structure of this Agreement, mutually consider at the request of Buyers, making a timely, or causing the appropriate Affiliate to timely make, joint elections (collectively, the ‘‘Section 338(h)(10) Election’’) with respect to the purchase of the stock of any of the Companies or their Subsidiaries under (i) Section 338(h)(10) of the Code and (ii) any analogous election with respect to state, local or foreign income Taxes, to the extent that such election is separately available, in each state, local and foreign jurisdiction where either Company or their Subsidiaries currently files income Tax Returns. In such event, Buyers and Seller shall report (or shall cause an appropriate Affiliate to report), in connection with the determination of Taxes, the purchase of the stock of the Companies in a manner consistent with the Section 338(h)(10)

Section 338 Elections. (a) If GE determines in its sole and absolute discretion that an election will be made under Section 338(g) of the Code, Section 338(h)(10) of the Code, and/or any of the Treasury Regulations under Section 338 with respect to any of the Genworth Companies for which such election may properly be made, and/or that an election will be made under any comparable provision of state, local, or other governmental income or franchise tax law, then GE and Genworth will join in making, or Genworth will make, such election in a timely and valid manner, including by filing any necessary Forms 8023 and 8883 and any necessary attachments and comparable state forms. Subject to Section 8(b), GE will determine the time and manner for preparing and filing all forms and documents required in connection with any such election, and Genworth will cooperate fully in preparing and filing all such forms and documents. (b) The parties agree that the “aggregate deemed sale price” and “adjusted grossed-up basis” (as such terms are defined in the regulations under Section 338 of the Code) with respect to each Section 338 Election will be determined by GE consistent with the principles of Section 338. Such aggregate deemed sale price and adjusted grossed-up basis will initially be allocated as indicated on the pro forma schedule attached hereto as Schedule A. Schedule A also includes projections of the Tax Benefit Payments to be made on each Schedule B Date under this Agreement (determined without regard to any items shown on Schedule D attached hereto). As soon as practicable after the Closing, but in no event later than ten days prior to the last date on which the first Section 338 Election must be filed, GE will prepare a final tax allocation schedule (the “Final Allocation Schedule”) in a manner consistent with the principles applied and methodologies used in preparing Schedule A (and thus without regard to any items shown on Schedule D attached hereto), but taking into account (1) any difference between the actual fair market value as determined by GE of the Genworth common stock and any other consideration transferred at Closing and the estimated fair market value of such stock and other consideration used in preparing Schedule A, and (2) any difference between the value of any Genworth Asset as finally determined and the estimated value of such Genworth Asset used in preparing Schedule A. GE will consult with Genworth in the preparation of the Final Allocation Schedule, but GE wi...

Section 338 Elections. (A) The Purchaser and the Seller shall make (or cause to be made) a valid, timely and effective election under Section 338(h)(10) of the Code and Treasury Regulations Section 1.338(h)(10)-1 or Section 338(g) of the Code and Treasury Regulations Section 1.338-2, as applicable, (and any comparable provision of applicable Tax Law) with respect to each Transferred Entity listed in Section 7.09(c)(i) of the Disclosure Letter (collectively, the “Section 338 Elections”) in accordance with applicable Law. The parties acknowledge and agree that the Purchaser shall be permitted in its sole discretion to make (or cause to be made) an election under Section 338(g) of the Code and Treasury Regulations Section 1.338-2 with respect to any foreign Transferred Entity that is not listed in Section 7.09(c)(i) of the Disclosure Letter; provided, that the Purchaser shall notify the Seller of any such election within forty-five (45) days following the Closing Date. (B) No later than ten (10) Business Days prior to the anticipated Closing Date, the Seller shall deliver to the Purchaser for its review and approval (not to be unreasonably withheld, conditioned or delayed) a draft Form 8023 with respect to each applicable Transferred Entity (such forms, the “Tax Election Forms”). (C) If an election under Section 338(g) of the Code is not made with respect to a foreign Transferred Entity pursuant to the Purchaser’s discretion, as described in Section 7.09(c)(i)(A), the Seller may, at its sole discretion, determine to include (or shall cause one or more of its Affiliates to include), with its U.S. federal income Tax Return for the year in which the Closing occurs, an election pursuant to Treasury Regulations Section 1.245A-5(e)(3)(i)(A) to close the Tax year of any Transferred Entity that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code prior to the Closing Date (provided that such election is permitted under applicable Law), and, in such case, the Purchaser shall enter into (or, as appropriate under Treasury Regulations Section 1.245A-5(e)(3)(i)(C), shall cause one or more of its Affiliates to enter into) with the Seller (or an Affiliate of the Seller) a written, binding agreement providing for such an election in accordance with Treasury Regulations Section 1.245A-5(e)(3)(i)(C)(2) no later than thirty (30) days prior to the due date for any such Tax Return.

Section 338 Elections. The Company and its Subsidiaries shall cooperate with Buyer, at Buyer’s election and expense, to treat the purchase of the Company and each of its Subsidiaries (other than the Affiliate(s) and Subsidiaries organized under the laws of a U.S. jurisdiction (the “Domestic Group”)) (i) as a purchase of the Company’s assets and (ii) as a deemed purchase of each of the Company’s Subsidiaries treated as a purchase of the assets of each of the Company’s Subsidiaries (other than the Domestic Group) pursuant to one or more elections in accordance with Section 338 of the Code (the “Section 338 Elections”), and for the purposes of the Section 338 Elections, Buyer and the Company and each of their respective Subsidiaries agree to treat the acquisition date under Section 338 of the Code as the Closing Date.

Section 338 Elections. No Buyer shall make or cause to be made any election under Section 338 of the Code (or any analogous provisions of state, local or non-United States income Tax Law) with respect to the purchase of any member of the Transferred Group by any Buyer without the prior written consent of Sellers, which consent may be withheld in the sole discretion of Sellers. A Buyer shall make or cause to be made any election under Section 338 of the Code (or any analogous provisions of state, local or non-United States income Tax Law) with respect to a member of the Transferred Group as is reasonably requested by Seller Parent (a “Seller-Requested Section 338 Election”), provided that a Buyer shall not be required to make any such election unless, in Buyer Parent’s reasonable judgment, such election is not contrary to applicable Law.