Common use of Section 338(h)(10) Election Clause in Contracts

Section 338(h)(10) Election. (a) Xxxxxx will join with Buyer in making an election under Section 338(h)(10) of the Code and the Treasury Regulations promulgated thereunder, and any corresponding or similar elections under state or local Tax Law (collectively, a “Section 338(h)(10) Election”) with respect to the purchase and sale of the Shares. Xxxxxx and Buyer

Section 338(h)(10) Election. (a) Xxxxxx The Company and the Seller will join with the Buyer in making an making, and will take any and all action necessary to effect, a timely and irrevocable election under Section 338(h)(10) of the Code (and the Treasury Regulations promulgated and administrative pronouncements thereunder, ) and any corresponding comparable provision of state, local or similar elections under state or local foreign Tax Law (collectively, a “Section 338(h)(10) Election”) with respect to the purchase and sale of the Shares. Xxxxxx and Buyer.

Section 338(h)(10) Election. (a) Xxxxxx Following the Closing Date, the Company and Buyer will join with Buyer Seller in making an a timely election under Section 338(h)(10) of the Code and the Treasury Regulations promulgated thereunder, (and any corresponding election under state, local or similar elections under state or local foreign Applicable Tax Law (collectively, a “Section 338(h)(10) Election”Law) with respect to the purchase and sale of the SharesShares under this Agreement (collectively, the “Section 338(h)(10) Election”). Xxxxxx and BuyerAny income, gain, loss, deduction, or other Tax item resulting from the deemed sale of the Company’s assets under the Section 338(h)(10) Election shall be included in the Seller

Section 338(h)(10) Election. (a) Xxxxxx will Seller shall join with Buyer and the Company in making an a timely election under Section 338(h)(10) of the Code and the Treasury Regulations promulgated thereunder, (and any corresponding or similar elections election under state or local state, local, and foreign income Tax Law (collectively, a “Section 338(h)(10) Election”Law) with respect to the purchase and sale of the SharesShares hereunder (collectively, the “Election”). Xxxxxx Seller shall pay any Tax attributable to the making of the Election, and BuyerSeller shall indemnify Buyer and the Company against any adverse consequences arising out of any failure to pay any such Taxes.