Section 338(h)(10) Election definition

Section 338(h)(10) Election has the meaning set forth in Section 5.3(j).

Section 338(h)(10) Election shall have the meaning specified in Section 9.1(o)(i).

Section 338(h)(10) Election shall have the meaning set forth in Section 1.3(b).

Examples of Section 338(h)(10) Election in a sentence

• The Parties agree to timely execute any and all forms (including IRS Form 8023 and all such forms, schedules and attachments as are necessary or required to be filed therewith pursuant to the applicable Treasury Regulations (and any similar election as may be available under applicable state or local Law)) that they are required to execute in order to make a valid Section 338(h)(10) Election and to perform such other acts as are necessary to make or perfect the Section 338(h)(10) Election.

• Sellers shall pay any Tax attributable to the making of the Section 338(h)(10) Election and Sellers shall indemnify Purchaser and the Company against any adverse consequences arising out of any failure to pay any such Taxes.

• Schedule 6.1(i) attached hereto sets forth the model (the “Model”) to be used to calculate the Section 338(h)(10) Election Gross Up; the Model makes certain assumptions about the aggregate consideration to be paid for the Shares, whereas the actual Section 338(h)(10) Election Gross Up will be calculated using the Model but with the consideration associated with the consideration for the Shares as eventually determined.

• Subject to the Tax Cap, any Section 338(h)(10) Election Gross Up shall be paid and disbursed under the same terms and conditions associated with the underlying payment that gave rise to the Section 338(h)(10) Election Gross Up payment obligation.

• For the avoidance of doubt, any portion of the incremental tax resulting from the Section 338(h)(10) Election that is paid either by the Company, in a tax period after the Closing Date, or Purchaser shall decrease the amount of the Section 338(h)(10) Election Gross Up that is paid to Seller.

More Definitions of Section 338(h)(10) Election

Section 338(h)(10) Election has the meaning set forth in Article 7.7 of this Agreement.

Section 338(h)(10) Election means an election described in Section 338(h)(10) or 336(e) as applicable, of the Code with respect to a Seller’s deemed sale of the Equity Interest of one or more corporate Acquired Companies to Buyer pursuant to this Agreement (including any corresponding election under any state, local and foreign Tax laws for which a separate election is permissible with respect to the Contemplated Transactions).

Section 338(h)(10) Election has the meaning given to that term in Section 5.20 of this Agreement.

Section 338(h)(10) Election means an election described in Section 338(h)(10) of the Code with respect to Purchaser’s acquisition of Shares pursuant to this Agreement. Section 338(h)(10) Election shall include any corresponding election under state or local law pursuant to which a separate election is permissible with respect to Purchaser’s acquisition of Shares pursuant to this Agreement.

Section 338(h)(10) Election shall have the meaning set forth in Section 9.4(a) hereof. hereof. hereof. hereof.

Section 338(h)(10) Election means an election described in

Section 338(h)(10) Election is defined in Section 5.5(a)(i).