Section 338 Elections. (a) Section 338(h)(10)
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. 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. (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.
Section 338 Elections. (a) The Buyer and the Seller will join in making an election under Code Section 338(h)(10) (and any corresponding elections under state, local, or foreign Law) with respect to the Outstanding Stock of the Company (the “Section 338(h)(10) Election”). The Buyer shall be responsible for the preparation and filing of all forms and documents required in connection with the Section 338(h)(10) Election and shall provide the Seller with properly completed copies of IRS Form 8023 (and any corresponding state, local, or foreign Tax forms) before the Closing Date. The Seller agrees to execute and deliver to the Buyer on the Closing Date any forms related to the Section 338(h)(10) Election for filing by the Buyer. The Parties shall cooperate fully with each other and make available to each other such Tax information as may be reasonably required by the Buyer or the Seller in order to timely file the Section 338(h)(10)
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.
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. If requested by the Buyer, the Buyer and the --------------------- Seller shall join in an election to have the provisions of (S)338(h)(10) of the Internal Revenue Code and similar provisions of state law ("SECTION 338 ELECTIONS") apply to the acquisition of the Target and, where permitted by law, the INTOOL Subsidiary. The Buyer shall be responsible for and control the preparation and filing of such elections, provided that the Seller shall be entitled to review and approve such election. The allocation of the Purchase Price among the assets of the Target, the INTOOL Subsidiary, the INTOOL Divisions, and the Intellectual Property of the Business held by the Seller or its Affiliates, shall be as set forth on Schedule 5.4 hereto. Any changes in the Purchase Price resulting from the Purchase Price Adjustment shall be allocated among the assets of the Target, the INTOOL Subsidiary and the INTOOL Divisions on a prorated basis, unless readily allocable to a particular asset or as otherwise required by Law. Subject to the Seller's right to review and approve, the Seller shall execute and deliver to the Buyer such documents or forms (including Section 338 Forms, as defined below) as the Buyer shall reasonably request or as are required by applicable Law for an effective Section 338 Election. In the event that the Seller does not approve the Buyer's Section 338 Forms, the Buyer and the Seller shall use their best efforts to reach agreement on changes to such Forms. If such an agreement cannot be reached, the Buyer and the Seller shall nevertheless execute and submit the Section 338 Forms, provided that the Forms shall be silent on the allocation of the Purchase Price or other items on which agreement cannot be reached. "Section 338 Forms" shall mean all returns, documents, statements, and other forms that are required to be submitted to any federal, state, county or other local taxing authority in connection with a Section 338 Election, including, without limitation, any "statement of Section 338 Election" and IRS Form 8023 (together with any schedules or attachments thereto) that are required pursuant to Treasury Regulations.
Section 338 Elections. (1) At Buyer's option, Sellers will join with Buyer in making timely elections under Section 338(h)(10) of the Code and any corresponding elections under state, local or foreign tax law with respect to the purchase and sale of the stock of Bostek (collectively, the "Section 338(h)(10) Elections"). Sellers and Buyer shall cooperate in all necessary actions to effect the Section 338(h)(10) Elections and shall report the transactions consistent with the making of the Section 338(h)(10) Elections and shall take no position contrary thereto without the written consent of the other party.
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.
