Section 338 Election definition

Section 338 Election has the meaning given to that term in Section 11.4(a).

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Section 338 Election has the meaning set forth in Section 7.4(i).

Section 338 Election means an election that may be made by the Buyer or any of its nominated subsidiaries under Section 338(g) of the Code in respect to the acquisition of the SPV Shares hereunder.

Examples of Section 338 Election in a sentence

• Notwithstanding any provision of this Agreement to the contrary, Buyer or any of its nominated subsidiaries also shall have exclusive authority to make a Section 338 Election in respect to the acquisition of the SPV Shares hereunder and to prepare and file or cause to be prepared and filed all Tax Returns in connection therewith.

• Section 338 Forms" shall mean all returns, documents, statements, and other forms that are required to be submitted to any federal, state, local or foreign Taxing authority in connection with a Section 338(h)(10) Election, including, without limitation, any "statement of Section 338 Election" and IRS Form 8023 (together with any schedules or attachments thereto) that are required pursuant to Treasury regulations.

• Purchaser and Seller shall cooperate with each other and take all actions necessary and appropriate, including causing Seller to sign and timely filing the Election Form, to effect and preserve the Section 338 Election and shall take no action inconsistent therewith except to the extent such treatment is challenged on audit by an applicable Tax authority.

• Seller and Purchaser agree that they shall take all steps necessary to make a timely, valid and irrevocable election under Section 338(h)(10) of the Code and analogous state and local tax provisions, arising out of the purchase and sale of the Shares (all such elections being referred to collectively as the “Section 338 Election”), and to file the Section 338 Election in accordance with applicable Law.

• Each of the Section 338 Companies is not, has not been and will not be (including in connection with the deemed sale of each of such Section 338 Company assets pursuant to the Section 338 Election) liable for any Tax under Sections 1374 or 1375 of the Code, or any analogous provision of state or local Law.

More Definitions of Section 338 Election

Section 338 Election shall have the meaning set forth in Section 2.5 hereof.

Section 338 Election has the meaning set forth in Section 6.4(a)(i).

Section 338 Election has the meaning set forth in Section 7.4(a).

Section 338 Election is defined in Section 4.12.

Section 338 Election is defined in Section 8.1.

Section 338 Election shall have the meaning ascribed to such term in Section 11.5(a). "SECTION 338 FORMS" shall have the meaning ascribed to such term in Section 11.5(b).

Section 338 Election has the meaning ascribed to it in Clause 13.1;