Section 338(h)(10) Elections. (i) Seller and Buyer agree that an election under Section 338 of the Code (or similar provision of the Law of any state or other Taxing jurisdiction) shall not be made with respect to any of the Companies or their Subsidiaries in connection with the transactions contemplated by this Agreement, provided, however, that, Buyer and Seller shall jointly make a timely and effective election provided for by Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the United States Treasury regulations promulgated under the Code (“Treasury Regulations”) and any comparable election under state, local or foreign Tax Law with respect to the acquisition by Buyer (which, for U.S. federal income tax purposes, qualifies as a “qualified stock purchase” by Buyer) of the stock of each of the direct and indirect domestic wholly-owned corporations being acquired pursuant to this Agreement (each, an “Election” and, collectively, the “Elections”). Buyer and Seller shall, and shall cause their respective Affiliates (including, in the case of the Buyer, the Companies and their Subsidiaries) to, cooperate with each other to take all actions necessary and appropriate, including filing such additional forms, returns, elections, schedules and other documents as may be required, to effect and preserve timely Elections in accordance with the provisions of Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the Treasury Regulations (and any comparable provisions of state, local or foreign Tax Law) or any successor provisions. Unless required by a final, non-appealable, decision of a court of competent jurisdiction, Buyer and Seller shall, and shall cause their respective Affiliates (including, in the case of the Buyer, the Companies and their Subsidiaries) to, report the acquisition by Buyer of the stock of such domestic corporations consistently with the Elections made and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Tax authority or otherwise. Notwithstanding anything to the contrary in this Agreement, in the event that the Internal Revenue Service or other Taxing authority challenges Seller’s treatment of any acquisition of a wholly-owned domestic corporate Subsidiary of CMG as a “qualified stock purchase” (within the meaning of Section 338(d)(3) of the Code), Buyer shall (i) reimburse Seller for its out of pocket costs in contesting such challenge, or (ii) assume and control the defense of such challenge at its own costs and...
Section 338(h)(10) Elections. ¤ Seller and Buyer (or its applicable Affiliates) shall make elections under Code Section 338(h)(10) (and any corresponding elections under state, local, and foreign tax law) with respect to the purchase and sale of the Section 338(h)(10) Subsidiaries hereunder (collectively, the “Section 338(h)(10) Elections”), and shall file an IRS Form 8883 reflecting such elections with respect to each Section 338(h)(10) Subsidiary in a manner consistent with the 338(h)(10) Allocation Statement. Seller shall include any income, gain, loss, deduction, or other tax item resulting from the Section 338(h)(10) Elections on its Tax Returns to the extent required by Applicable Law.
Section 338(h)(10) Elections. (a) The Sellers and the Buyer shall make a timely, effective, and irrevocable election under Section 338(h)(10) of the Code and under any comparable statutes in any other jurisdiction with respect to Abacus (collectively, the “Section 338(h)(10) Elections”) and shall file such Section 338(h)(10) Elections in accordance with applicable regulations. The Sellers and the Buyer shall cooperate in all respects for the purpose of effectuating the Section 338(h)(10) Elections, including the execution and filing of any required Tax Returns and the grant of consent to the Section 338(h)(10) Elections by the Sellers. Without limiting the foregoing, the Buyer and the Sellers shall each execute a Form 8023 with respect to Abacus at the Closing, which forms shall be timely filed by the Buyer. Sellers shall be responsible for all Taxes imposed on Abacus, or any Seller as a result of making the Section 338(h)(10) Elections.
Section 338(h)(10) Elections. (a) At Buyer’s request, Seller shall join with Buyer (or its applicable Affiliates) in making an election under Code Section 338(h)(10) (and any corresponding elections under state and local tax law) with respect to the purchase and sale of all or some of the Section 338(h)(10)
Section 338(h)(10) Elections. (a) The Parties intend the Transactions to be treated, and agree to treat the Transactions, for U.S. federal income Tax purposes (and for all applicable state and local income Tax purposes), (i) as a fully taxable sale of the Shares by the Sellers to Purchaser, and (ii) as a “qualified stock purchase” within the meaning of Section 338(d)(3) of the Code. The Parties agree to prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the foregoing and further agree to not take any position inconsistent therewith. Sellers and Purchaser shall make a joint election under Section 338(h)(10) of the Code and under any comparable provision of applicable state and local Law with respect to Purchaser’s purchase of the Shares pursuant to this Agreement (collectively, the “Section 338(h)(10) Elections”).
Section 338(h)(10) Elections. (a) The Sellers and the Buyer shall make a timely, effective, and irrevocable election under Section 338(h)(10) of the Code and under any comparable statutes in any other jurisdiction with respect to Energy and Environmental Economics, Inc. (collectively, the “Section 338(h)(10) Elections”) and shall file such Section 338(h)(10) Elections in accordance with applicable regulations. The Sellers and the Buyer shall cooperate in all respects for the purpose of effectuating the Section 338(h)(10) Elections, including the execution and filing of any required Tax Returns and the grant of consent to the Section 338(h)(10) Elections by the Sellers. Without limiting the foregoing, the Buyer and the Sellers shall each execute a Form 8023 with respect to Energy and Environmental Economics, Inc. at the Closing, which forms shall be timely filed by the Buyer.
Section 338(h)(10) Elections. The Buyer and the Sellers will join in elections under Section 338(h)(10) of the Code, together with any elections under the provisions of applicable state law to the same effect (the “Section 338(h)(10) Elections”), for the acquisition of KCS. The Sellers will take all steps that the Buyer reasonably deems necessary to effectuate the Section 338(h)(10) Elections, including the filing of all required IRS forms and related forms under state law. The Sellers have prepared, executed and delivered to the Buyer an IRS Form 8023 and any related forms under state law (the “Section 338(h)(10) Forms”) for KCS. The Buyer will have the sole responsibility for ensuring that the Section 338(h)(10) Elections are timely filed. The Sellers (to the extent so advised by the Buyer) pursuant to the provisions of this Section 9.6 will cooperate with the Buyer in connection all filing and other requirements necessary to effectuate such elections on a timely basis and agree to cooperate in good faith with the Buyer in the preparation and timely filing of any Tax Returns required to be filed in connection with the making of such elections.
Section 338(h)(10) Elections. At Buyer’s option, the Selling Consolidated Group and Buyer shall join in making (or causing to be made) a joint election with respect to the purchase of the Shares of the Acquired Company hereunder pursuant to Section 338(h)(10) of the Code (“Section 338(h)(10) Election”). The terms, conditions and procedures relating to the section 338(h)(10) Election are set forth in Exhibit 11.6.
Section 338(h)(10) Elections. Seller shall have delivered to Buyer an executed Form 8023 (and any corresponding or similar forms under state or local law) in accordance with Section 2.2(e).
Section 338(h)(10) Elections. (a) Each of Allholdco and Buyer intend for the purchase and sale of the interests in Charleston TV to qualify as a “qualified stock purchase” within the meaning of Treasury Regulations Section 1.338(h)(10)-1(c). Allholdco and Buyer shall make a joint election under Section 338(h)(10) of the Code and under any comparable provision of applicable state, local, and foreign Law with respect to Buyer’s purchase of the interests in Charleston TV (collectively, the “Section 338(h)(10) Elections”). Buyer and Allholdco shall take all necessary steps and cooperate in good faith, including the exchange of information, to effect and preserve valid and timely a Section 338(h)(10)
