SECTION 338 MATTERS Sample Clauses

SECTION 338 MATTERS. The Seller and the Purchaser agree that they shall jointly make or cause to be made the election under IRC Section 338(h)(10) and Treasury Regulations Section 1.338(h)(10)-1(d) and any corresponding election under state, local or foreign tax law (the "ELECTIONS") with respect to the purchase and sale of the stock of the Company. Seller and Purchaser agree that MADSP (as such term is used in Treasury Regulations Section 1.338(h)(10)-1(f)) for the Purchaser's purchase of the stock of the Company shall be allocated among the assets in accordance with the provisions of that section. SCHEDULE 9.7(f) attached hereto sets forth the Seller's and the Purchaser's preliminary estimate of such allocation as of the Closing Date. The final allocation as of the Closing Date (the "ASSET ALLOCATION") shall be agreed to by the Seller and the Purchaser as soon as practicable after the Closing Date. If the Seller and the Purchaser are unable to agree on the Asset Allocation, such allocation shall be determined on the basis of an appraisal prepared by the Independent Accountant. The Purchaser shall prepare IRS Form 8023 (and any required attachments) and any similar state, local or foreign tax forms (and any required attachments) required to make the Elections (collectively, the "ELECTION FORMS" and each singularly, the "ELECTION FORM") and shall submit the Election Forms to the Seller no later than seventy-five (75) days prior to the date the Election Forms are required to be filed. In the event of any dispute with regard to the content of any Election Form (including any dispute concerning the Asset Allocation), the parties shall diligently attempt to resolve such dispute. If they have not done so by the thirtieth (30th) day prior to the date the Election Form in question is required to be filed, the dispute shall be resolved by the Independent Accountant at least ten (10) days prior to the time the Election Form is required to be filed. The Seller shall promptly cause the Election Forms to be duly executed by the appropriate authorized person and shall return such Election Forms to the Purchaser. The Purchaser shall duly and timely file the Election Forms in accordance with applicable tax laws and the terms of this Agreement. The Seller and the Purchaser shall take or cause to be taken any other actions that are necessary for making or perfecting the Elections. The Purchaser shall provide the Seller with a copy of the Election Forms as filed. The Seller and the Purchaser sh...
Sample 1
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SECTION 338 MATTERS. (a) With respect to the purchase and sale of the Shares, (i) Seller and Purchaser agree to jointly make a timely election under Section 338(h)(10) of the Code (and any comparable election under state or local tax law) (the "Section 338(h)(10) Election"), and (ii) Seller and Purchaser agree to take all actions necessary to timely effectuate and preserve the Section 338(h)(10) Election, including the joint filing by Purchaser and Seller of IRS Form 8023-A and related schedules, in accordance with the provisions of Section 338 of the Code and the Treasury Regulations promulgated thereunder (and any comparable provisions of state or local tax law). In addition to the foregoing, upon the Purchaser's request, Seller and Purchaser shall fully cooperate to cause the IRS to extend the time to make the Section 338(h)(10) Election to a date after the deadline set forth in Treasury Regulation paragraph 1.338(h)(10)-1(d) (such extended date, the "Extended Filing Date").
Sample 1
SECTION 338 MATTERS. (a) Buyer and Bxxxx Xxxxx Inc. shall join in timely making an election under Section 338(h)(10) of the Code (and any comparable election under foreign, state or local Tax law) with respect to Bxxxx Xxxxx Food (the “338 Election”) and shall cooperate in the completion and timely filing of any Tax forms or other documents required for such elections in accordance with the provisions of Section 1.338(h)(10)-1 of the Treasury regulations (or any comparable provisions of foreign, state or local Tax law) or any successor provision.
Sample 1
SECTION 338 MATTERS. (a) Seller shall join Buyer in making (i) the joint election provided for in Section 338(h)(10) of the Code and the Treasury regulations promulgated under Section 338(h)(10) of the Code (the "Section 338 Regulations") with respect to the purchase of the Company Common Stock and (ii) such other similar elections as may be available to achieve substantially the same results to the parties for state income or franchise tax purposes as the joint election referred to under the preceding subpart (i) achieves for federal income tax purposes (collectively the "Section 338 Elections"). Seller and Buyer shall comply fully with all filing and other requirements necessary to effectuate the Section 338 Elections on a timely basis and agree to cooperate in good faith with each other in the preparation and timely filing of any Tax Returns required to be filed in connection with the making of the Section 338 Elections, including the exchange of information and the joint preparation, which shall be completed as of the Closing Date or as soon thereafter as is reasonably practicable, and filing of IRS Form 8023-A and related schedules.
Sample 1
SECTION 338 MATTERS. Purchase Price Allocation, provided that, in recognition of the fact that this Settlement Agreement affects the Purchase Price, the allocation schedule contemplated by subsection (c) of Section 2.3 shall be delivered by Buyer to Seller on or before June 1, 2010, instead of within 120 calendar days after Closing.
Sample 1

Related to SECTION 338 MATTERS

  • Section 338 Elections (a) Section 338(h)(10)

  • FIRPTA Matters At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • U.S. Tax Matters (a) The Company shall, upon the request of any U.S. Investor, (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the U.S. Investor to prepare and submit its U.S. tax filings.

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • Other Tax Matters 9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

  • Additional Tax Matters (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Section 280G Matters To the extent applicable, the Company shall (or shall cause its applicable Affiliates to) solicit (a) waivers from individuals who are “disqualified individuals” (within the meaning of Section 280G) and who have a right to any payments and/or benefits as a result of or in connection with the transactions contemplated herein that would reasonably be expected to constitute “excess parachute payments” (within the meaning of Section 280G) (the “Waived 280G Benefits”, and each such waiver, a “280G Waiver”) and (b) prior to the Closing Date and at least one (1) calendar day following the receipt of the 280G Waivers, the approval of the Stockholder in a manner intended to comply with Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code of any Waived 280G Benefits; provided that the Company shall not be in breach of this covenant solely as a result of the refusal of any disqualified individual to waive the applicable payments and submit them to the applicable stockholder vote, so long as the Company used commercially reasonable efforts to solicit such waiver (provided that the Companies shall not be required to provide any additional value to such disqualified individual in order to receive such waiver). At least one day prior to the Closing Date, the Company shall deliver to Parent evidence that a vote of the Stockholder was solicited in accordance with the foregoing provisions and that either (i) the approval of the Stockholder was obtained or (ii) the approval of the Stockholder was not obtained and no Waived 280G Benefits shall be paid or provided. Notwithstanding the foregoing, to the extent that any contract, agreement, plan, or arrangement is entered into by Parent or any of its Affiliates and a disqualified individual in connection with the transactions contemplated by this Agreement before the Closing Date (the “Parent Arrangements”), Parent shall provide a copy of such Parent Arrangement to the Company at least ten (10) calendar days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” under Section 280G; provided that, in any event, the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein will not result in a breach of the covenants set forth in this Section 6.9 if such failure is due to Parent’s breach of this Section 6.9. The Company shall provide to Parent at least five (5) calendar days prior to seeking the 280G Waivers, drafts of the consent, waiver, disclosure statement and calculations for Parent’s review and comment. The Company shall incorporate any reasonable comments made by Parent prior to seeking the 280G Waivers and soliciting the vote.

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