Section 338 Elections; Other Elections Sample Clauses

Section 338 Elections; Other Elections. (a) Purchaser shall make, and shall cause its applicable Affiliates (including the Target Entities) to make, elections under Section 338(g) of the Code and those comparable provisions of state, local and foreign Law) (a “338 Election”) with respect to the Target Entities as reasonably requested by Seller no more than thirty (30) days after the Closing Date and Purchaser shall deliver to Seller a copy of IRS Form 8023 and, in the case of a comparable election under state, local or foreign Law, evidence reasonably satisfactory to Seller of the making of such election.
Sample 1Sample 2
AutoNDA by SimpleDocs
Section 338 Elections; Other Elections. (a) At the sole option of Purchaser, Purchaser may make, and may cause its applicable Affiliates (including the Purchased Companies) to make, an election under Section 338(g) of the Code (or any comparable election under state, local or foreign Law) with respect to the acquisition of any Purchased Subsidiary listed on Section 6.10 of the Seller Disclosure Schedules (other than any such Purchased Subsidiary that is not characterized as a foreign corporation for U.S. federal income Tax purposes) (a “338 Election”) and, if so, Purchaser shall deliver to Seller a copy of IRS Form 8023 and, in the case of a comparable election under state, local or foreign Law, evidence of the making of such election. Purchaser and its Affiliates may not make any 338 Election with respect to any Purchased Company that is not listed on Section 6.10 of the Seller Disclosure Schedules.
Sample 1
Section 338 Elections; Other Elections. The Purchaser shall have the right to make, or to cause its Affiliates to make, elections under Section 338(g) of the Code (each such election, a “Section 338 Election”) with respect to the purchase and sale, for U.S. federal Tax purposes, of the shares of any Conveyed Company and any Subsidiary of such Conveyed Company. Each of Seller and Purchaser shall, and shall cause their respective Affiliates to, (i) treat the Section 338 Elections as valid, (ii) file all Tax Returns in a manner consistent with such Section 338 Elections, and (iii) take no position contrary thereto, except to the extent required pursuant to a “determination” (as defined in Section 1313(a) of the Code). At Purchaser’s request, Seller shall cause elections under Section 754 of the Code to be made with respect to any Conveyed Companies treated as partnerships under the Code in such manner as Purchaser shall designate. Prior to the Closing Date, except in the case of any Conveyed Company that is a “per se” corporation under Treasury Regulation Section 301.7701-2, the Seller shall, to the extent instructed by the Purchaser, cause such elections to be made under Treasury Regulation Section 301.7701-3 as are necessary so that every Conveyed Company designated by the Purchaser is treated as a “disregarded entity” (or a partnership) under such Treasury Regulations and the Code (it being understood that Purchaser shall prepare any such election forms), any such elections to be effective seventy-five days prior to the date such election is made.
Sample 1
Section 338 Elections; Other Elections. (a) Purchaser shall not make, and shall cause its Subsidiaries (including the Transferred Entities) not to make any Tax election with respect to any Share Sale Entity (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3), or change any method of Tax accounting or any Tax accounting period of any Share Sale Entity, which election or change would be effective on or prior to the Share Sale Effective Time.
Sample 1
Section 338 Elections; Other Elections. At Buyer’s sole discretion, but after consultation with Seller, Buyer, Seller and each of their respective Affiliates and Subsidiaries will make or cause to be made (or join in making, as applicable) any of the following elections with respect to the Purchased Company or any of its Subsidiaries or any of the transactions contemplated by this Agreement, and will timely provide (or cause to be timely provided) any information to Buyer or any of its Affiliates or Subsidiaries requested by Buyer in connection therewith: (a) an election under Section 338(h)(10) or 336(e) of the Code (or any corresponding provision of state, local or non-U.S. Tax Law), (b) an election under Treasury Regulations Section 1.1502-36 (or any corresponding provision of state, local or non-U.S. Tax Law), (c) an election under Treasury Regulations Section 1.1502-95 (or any corresponding provision of state, local or non-U.S. Tax Law), or (d) an election under Treasury Regulations Section 301.7701-3 (or any corresponding provision of state, local or non-U.S. Tax Law).
Sample 1
Section 338 Elections; Other Elections. (a) Purchaser shall make, and shall cause its applicable Affiliates (including the Purchased Companies) to make, an election under Section 338(g) of the Code and, if Purchaser so requests no later than June 30, 2015, Purchaser may make an election under Section 338(h)(10) of the Code, as applicable, with respect to the acquisition of any Purchased Entity set forth in Section 6.10(a) of the Seller Disclosure Schedules (a “338 Election”) and Purchaser shall deliver to Seller a copy of IRS Form 8023 and, in the case of a comparable election under state, local or foreign Law, evidence reasonably satisfactory to Seller of the making of such election. If required under applicable Law, Seller shall, or shall cause its applicable Affiliate to, join with Purchaser or its applicable Affiliate in the making of any Section 338(h)(10) election that Purchaser elects to make pursuant to this Section 6.10(a).
Sample 1
Section 338 Elections; Other Elections. (a) Without Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to make any election with respect to any Transferred Entity (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3), or change any method of Tax accounting or any Tax accounting period of any Transferred Entity, which election or change would be effective on or prior to the Closing Date or (ii) take any action or engage in any transaction that would reasonably be expected to increase any Tax liability required to be reflected as a reserve or as Indebtedness (or otherwise require any Tax liability to be reflected as a reserve or as Indebtedness that would not otherwise be required to be so reflected) for purposes of calculating the Final Purchase Price.
Sample 1
AutoNDA by SimpleDocs

Related to Section 338 Elections; Other Elections

  • Section 338 Elections (a) Section 338(h)(10)

  • Section 754 Elections The General Partner shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s assets for (i) all transfers of Partnership Interests, and (ii) any distribution of Company property as described in Section 734 of the Code, if such election would benefit any Partner or the Partnership.

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • CODE SECTION 754 ELECTION Upon the approval of the General Partners, the Partnership shall file an election under Code Section 754 to adjust the tax basis of the Partnership Property, with respect to any distribution of Partnership Property to a Partner permitted by this Agreement or a Transfer of a Partnership Interest in accordance with the terms of this Agreement, in accordance with Code Sections 734(b) and 743(b). The Partners acknowledge that once a Code Section 754 election shall be validly filed by the Partnership, it shall remain in effect indefinitely thereafter unless the Internal Revenue Service approves the revocation of such election.

  • REMIC Elections (a) The Depositor hereby instructs and authorizes the Trustee to make an appropriate election to treat each of the Upper Tier REMIC, the Lower Tier REMIC and the SWAP REMIC as a REMIC. The Trustee shall sign the returns providing for such elections and such other tax or information returns that are required to be signed by the Trustee under applicable law. This Agreement shall be construed so as to carry out the intention of the parties that each of the Upper Tier REMIC, the Lower Tier REMIC and the SWAP REMIC be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated.

Time is Money Join Law Insider Premium to draft better contracts faster.