245A Election definition
Examples of 245A Election in a sentence
The Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, file all Tax Returns and any other filings in a manner consistent with any 245A Election.
Such allocation of foreign Taxes will be made pro-rata based on the number of days in the foreign tax year that fall within the periods before and after the U.S. tax year of an Acquired Company ends as a result of a Section 245A Election, by also taking into account foreign income earned during a period which, if realized for U.S. federal income tax purposes, would constitute an extraordinary item described in Treas.
Sec 1.245A-5(e)(3)(i)(B), foreign taxes will be allocated between the U.S. taxable years of any Acquired Company making a Section 245A Election under the principles of Treas.
Buyer and PKI shall cooperate in good faith to determine whether an any Section 245A Election is permitted by applicable Law.
The form of the 245A Election Agreement will be negotiated between Buyer and Seller in good faith between the date hereof and the Closing Date and in the 245A Election Agreement Buyer shall represent that the information provided is complete and that the U.S. Tax Residents identified are the only direct or indirect shareholders in Buyer that are required for purposes of making a valid 245A Election.
For the avoidance of doubt, no CFC Tax Amount shall be taken into account as a Tax liability in Working Capital with respect to any CFC for which Parent has determined in accordance with this Section 7.8 that a Section 338 Election or a Section 245A Election will be made.
Purchaser and Parent further agree to file all Tax Returns and any other filings in a manner consistent with the 245A Election (unless otherwise required by a final “determination” within the meaning of Section 1313 of the Code).
As soon as reasonably practicable following the making of any Section 338(g) Election or Section 245A Election, Purchaser or Parent, as applicable, shall deliver to Parent a copy of any Tax form (including, as applicable, an IRS Form 8023) that is required to be filed with respect to such election.
The form of the 245A Election Agreement will be negotiated between Parent and the Acquiror in good faith between the date hereof and the Closing Date and Parent agrees to timely file or cause to be timely filed such Section 245A Elections.
Purchaser and Parent shall reasonably cooperate with each other to take all actions necessary and appropriate (including entering into any agreements and filing such additional forms, returns, or other documents as may be required) to effect and preserve the 245A Election in accordance with the provisions of Treasury Regulations Section 1.245A-5(e)(3)(i) (or any comparable provisions of state, local or non-U.S. Tax Law).