Examples of Section 338(h)(10) Elections in a sentence
Buyer and Seller and their Affiliates shall make all required filings relating to the Section 338(h)(10) Elections in connection with their federal and applicable state and local income Tax Returns, and shall cooperate fully with each other to take all other actions necessary and appropriate otherwise to effect, perfect and timely preserve the Section 338(h)(10) Elections.
The reason is that most of the individuals in a population will become nondominated, as the number of objectives increases.
For the avoidance of doubt, any item of income, gain, loss or deduction for a Straddle Period that is realized on the transactions contemplated hereby deemed to occur as a result of the Section 338(h)(10) Elections shall be allocated to the portion of any such Straddle Period ending on the Closing Date.
The Parties agree that the consideration to be paid pursuant to Article I of this Agreement and other items properly includible in the deemed sales price of the assets of the Company pursuant to the Section 338(h)(10) Elections shall be allocated, for Tax purposes, among the Company’s assets in a manner consistent with the provisions of Section 338 and Section 1060 of the Code and all regulations promulgated thereunder.
The Parties shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required by the Buyer or the Sellers in order to timely file the Section 338(h)(10) Elections.
If Buyer timely provides the Section 338(h)(10) Election Notice pursuant to this Section 7.07, each of Buyer and Seller agrees that neither it nor any of its Affiliates shall take, or fail to take, any action to the extent such action or failure to act, as the case may be, is inconsistent with or would otherwise prejudice any Section 338(h)(10) Elections.
LSB shall take such actions as are deemed necessary to effect the Section 338(h)(10) Elections (including, without limitation, the timely filing of Internal Revenue Service Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases)).
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.
GEC and Seller shall cooperate with Purchaser by taking all steps necessary in order to effectuate the Section 338(h)(10) Elections in accordance with applicable laws (including, without limitation, the preparation of IRS Form 8023 and all similar state and local forms and submitting any ruling request, prepared by and at the sole expense of Purchaser on behalf of GEC, the Seller or the Companies, as the case may be, the applicable taxing authorities with respect to such election).
Seller will pay any Taxes resulting from the making of the Section 338(h)(10) Elections.