Section 338(h)(10) Sample Clauses

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Section 338(h)(10). (a) Seller and Buyer shall make a joint election for the Company under Section 338(h)(10) of the Code and under any comparable provisions of foreign, state or local law with respect to the purchase of the Shares (collectively, the “Section 338(h)(10) Elections”) and shall timely sign or cause to be timely signed such Tax forms as are necessary to make such Section 338(h)(10)
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Section 338(h)(10). Each Shareholders and each of the Shareholders listed on Section 1.7 of the Target’s Disclosure Schedule shall have executed and delivered to Purchaser a completed copy of IRS Form 8023 (and any comparable form under any state or local Tax law).
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Section 338(h)(10). (a) For federal income tax purposes (and for corresponding state corporate income or franchise tax purposes, to the extent permissible), the Shareholders and the Purchaser will jointly elect to treat the Merger as a deemed sale of the assets of the Company to the Purchaser in accordance with Section 338(h)(10) of the Code (and any corresponding elections under state and/or local tax law, collectively, a “Section 338(h)(10) Election”). (b) The Purchaser shall pay each Shareholder by wire transfer his Pro Rata Share of the Section 338 Amount (i) within ten days after the Section 338 Amount becomes final pursuant to Section 9.08(c) and (ii) any increase to the Section 338 Amount that occurs thereafter within ten days after such amount becomes final. The “Section 338 Amount” equals the sum of (i) the difference (the “Section 338 Tax Amount”) between (a) the Shareholders’ Tax Liability giving effect to the Section 338(h)(10) Election, and (b) the Shareholders’ Tax Liability assuming the Section 338(h)(10) Election is not made, plus (ii) an amount equal to the Shareholders’ reasonable costs and expenses arising from or related to the Section 338(h)(10) Election (including the reasonable costs and expenses of the Shareholder Representative’s Representative to evaluate and advise the Shareholder Representative, and negotiate and prepare documents (including this Agreement) on behalf of the Shareholders, with respect to the Section 338(h)(10) Election, compute incremental Tax Liability of the Shareholders arising therefrom or related thereto and to confirm that the Shareholders will not incur other adverse consequences relating thereto) (the amounts described in this clause (ii) collectively referred to as the “Section 338 Expenses”), plus (iii) additional payments (the “Gross Up Tax Amounts”) equal to any Tax Liability incurred by the Shareholders arising from receipt of the Section 338 Tax Amount, the Section 338 Expenses and all Gross Up Tax Amounts, sufficient such that after payment of the Section 338 Tax Amount, the Section 338 Expenses and all Tax liabilities incurred by the Shareholders from receipt of the Section 338 Tax Amount, the Section 338 Expenses and the Gross Up Tax Amounts, the Shareholders retain the same amount of net proceeds arising out of the Transactions as the Shareholders would have retained but for the Section 338(h)(10)
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Related to Section 338(h)(10)

  • Section 338 Election (a) With respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Section 83(b) Election The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

  • Section 83(b) If the Participant properly elects (as required by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such shares of Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 8 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with a copy of any such election.