Common use of Section 338 Clause in Contracts

Section 338. (i) Elections. Seller, the Subsidiaries and Purchaser shall make joint elections under Sections 338(g) and 338(h)(10) of the Code (the "338 Elections") with respect to the purchase of the Shares and under any similar provisions of state law. Seller represents that its sale of the Shares is eligible for, and Purchaser represents that it is qualified to make, such elections. Seller and Purchaser agree to prepare and file IRS Form 8023, required schedules thereto, and any similar state forms in a timely fashion in accordance with the rules under Section 338 of the Code or under a similar provision of state law, as the case may be. If any changes are required in these forms subsequent to their filing, the parties will promptly agree on such changes.