Section 338(g) Elections Sample Clauses

Section 338(g) Elections. Buyer shall not make any election under Section 338(g) of the Code (or any similar provision of state or local Law) with respect to any of the Holding Companies.

Section 338(g) Elections. The definition of “Specified Foreign Companies” in Annex A of the Agreement is hereby amended by (i) deleting “DuPont Performance Coating NewCo Ecuador” and inserting “DuPerco Ecuador S.A.” in its place; (ii) deleting “PT DP Powder Coating Indonesia” and inserting “P.T. DuPont Powder Coatings Indonesia” in its place; (iii) deleting “PT DP Power Coating Malaysia” and inserting “DuPont Powder Coatings (Malaysia) SDN BHD” in its place; (iv) deleting “DuPont Tangier” and inserting “DuPont Tangier Free Zone SAS” in its place; and (v) inserting a comma and “DuPont Portugal S.A.” after “DuPont Powder Coatings (Malaysia) SDN BHD”.

Section 338(g) Elections. (a) Purchaser shall not make any election under Section 338(g) of the Code with respect to the acquisition of any Transferred Subsidiary Interests pursuant to this Agreement without obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Notwithstanding Section 4.06(a), Purchaser shall make an election under Section 338(g) of the Code with respect to the acquisition of the equity interest in IBM ▇▇▇▇▇ Business Process Services (Philippines) Inc. pursuant to this Agreement.

Section 338(g) Elections. Buyer presently intends to make elections under Section 338(g) of the Code with respect to each of Gusmer Canada, Ltd., a corporation organized under the laws of Canada, Gusmer China, and Gusmer Sudamerica, a corporation organized under the laws of Argentina (each a “Section 338(g) Election”). Should Buyer make one or more of such Section 338(g) Elections, Buyer shall timely notify PMC and Shareholder thereof, as provided in Treasury Regulation Section 1.338-2(e)(4). PMC, Shareholder, and each of their affiliates shall properly take such Section 338(g) Elections(s) into account in the preparation and filing of all Tax Returns.

Section 338(g) Elections. (1) Notwithstanding anything herein to the contrary and to the extent permitted by applicable Law, Buyer may, in its sole discretion, make or cause to be made an election under Section 338(g) of the Code (a “Section 338(g) Election”) with respect to any Transferred Company set forth on Schedule 7.08(e)(i)(1) to the Disclosure Letter (the “Section 338(g) Transferred Companies”), and Buyer shall notify Seller promptly following the making of a Section 338(g) Election with respect to any Section 338(g) Transferred Company and shall deliver to Seller a copy of IRS Form 8023. (2) With respect to any of the Transferred Companies that is characterized as a foreign corporation for U.S. federal income tax purposes and in respect of which a Section 338(g) Election has not been made pursuant to Section 7.08(e)(i)(1), from the date of the Closing through the end of the taxable period of such entity that includes the Closing Date, Buyer shall not, and shall cause its Affiliates (including the Transferred Companies) not to, enter into any extraordinary transaction with respect to such Transferred Companies or otherwise take any action or enter into any transaction that would be considered under the Code to consummate the payment of an actual or deemed dividend by such Transferred Company, including pursuant to Section 304 of the Code, or that would otherwise result in a diminution of foreign Tax credits that, absent such transaction may be claimed by Seller or any of its Affiliates.

Section 338(g) Elections. Buyer agrees to make, or to cause its designated Affiliate purchasing the Purchased Interests of Cree Europe to make, an election under Section 338(g) of the Code with respect to the purchase by Buyer or such designated Affiliate of the Purchased Interests of Cree Europe. Buyer agrees to make, or to cause its designated Affiliate purchasing the Purchased Interests of Cree Canada to make, an election under Section 338(g) of the Code with respect to the purchase by Buyer or such designated Affiliate of the Purchased Interests of Cree Canada.

Section 338(g) Elections. (1) Acquiror shall provide GE with a written notice, or more than one written notice, listing the foreign Subsidiaries for which Acquiror requests to make elections under Section 338(g) of the Code to treat the acquisition of such Subsidiary as a deemed sale of all of the assets of such Subsidiary. Each such election is referred to herein as a “Section 338(g) Election.” (2) With respect to each Subsidiary for which a written notice is given, GE shall provide to Acquiror within 30 days after receipt of such notice a good faith estimate and a detailed calculation of the present value of the additional Tax liability GE and its Affiliates would incur for all taxable periods as a result of a Section 338(g) Election. Such estimated Tax liability is referred to herein as the “Estimated Section 338(g) Tax.” The detailed calculation shall be sufficient to allow Acquiror to make a determination as to the accuracy of the calculation. Acquiror and GE will endeavor in good faith to resolve any differences with respect to such calculation. (3) No Section 338(g) Election shall be made with respect to a foreign Subsidiary of the Company or G▇▇▇ unless Acquiror has previously paid to GE the Estimated Section 338(g) Tax with respect to such Subsidiary or such other amount as the parties agree to in good faith, provided, however, that the first $250,000 of the aggregate amount otherwise payable by Acquiror pursuant to this Section 12(b)(3) need not be paid to GE. (4) No payments from GE to Acquiror or from Acquiror to GE to adjust for any difference between the Estimated Section 338(g) Tax or such other amount as the parties agree to in good faith and actual Taxes shall be required or made.

Section 338(g) Elections. The Buyer shall not make any election under Section 338(g) of the Code (or any analogous provision of state, local, or non-United States income tax law) with respect to the purchase (or deemed purchase) of the equity interests of all or any of the Seller Group Companies without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller. If the Seller does so consent, the Buyer shall be liable for, and shall pay, any Tax attributable to or resulting from, the making of such election and will indemnify the Seller from and against any Tax liability or other adverse consequences attributable to, or resulting directly or indirectly from, the making of such election. Any indemnification obligation of the Buyer pursuant to this Section 6.7(c) shall be increased by the relevant After Tax Amount. For purposes of this Section 6.7(c), “After Tax Amount” means any additional amount necessary to reflect the Tax consequences of the receipt or accrual of such reimbursement payment (including the payment of an additional amount or amounts hereunder) determined by using the actual marginal United States, state, local or non-United States rates for the relevant taxable period.

Section 338(g) Elections. Buyer shall not make (or permit to be made) any election under Section 338(g) of the Code (or any comparable applicable provision of state, local or foreign Tax Law) with respect to the Transferred PMD Companies; provided, however, that if requested by APD, Buyer shall make or cause to be made such timely and effective election or elections to the extent so requested with respect to the acquisition of any Transferred PMD Company other than US63 (a “Required 338 Entity”).