338 Election Sample Clauses

338 Election. Each of the Stockholders agree, if so directed by Parent, to join with Parent and Newco in making an election under Section 338(h) of the Code (and any corresponding elections under state, local, or foreign tax law) with respect to a purchase and sale of the Company Stock; PROVIDED HOWEVER, that no election shall be made if, as a result of the election, the Stockholders would incur any adverse tax or other consequences not otherwise reimbursed by Parent or Newco to the Stockholders.

338 Election. Purchaser and its Affiliates shall not make any election under Section 338 or Section 336(e) of the Code or under any state, local, or foreign Law equivalent in respect of the transaction pursuant to this Agreement.

338 Election. 50 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the 10th day of March, 1999, by and among THE ALLIANCE GROUP, INC., an Oklahoma corporation ("Parent"), ALLIANCE ACQUISITION VIII CORP., an Oklahoma corporation ("Newco"), COMMERCIAL TELECOM SYSTEMS, INC., an Oklahoma corporation (the "Company"), and XXXX XXXXXXX XXXX XXXXXXX AND XXXX XXXXX, the only stockholders of the Company (collectively, the "Stockholders").

338 Election. Parent agrees that an election under section 338 of the Code (or similar or comparable provision of the Law of any state or other Taxing Authority) shall not be made with respect to the Company or any of its Subsidiaries in connection with the transactions contemplated hereby.

338 Election. Buyer and Seller will each execute and file the 338 Election in the manner prescribed by applicable regulations for doing so.

338 Election. For U.S. tax purposes, the transactions contemplated by this Agreement are intended to qualify as a “qualified stock purchase” within the meaning of Section 338(d) of the Code (and any similar provisions of state, local or other applicable law) and none of the Sellers (or their Affiliates) will take a contrary position on any Tax return. The Purchaser and its Affiliates may, at the Purchaser’s sole discretion, make an election pursuant to Section 338 of the Code (and any similar provisions of state, local or other applicable law) with respect to the acquisition of the Acquired Companies. If required, Sellers and Sellers’ Agent will provide reasonable cooperation with the making of such elections.

338 Election. The Parties agree that no Party will make any election under section 338 of the Code (or any election corresponding to section 338 of the Code under foreign, state or local laws) with respect to the purchase of the shares of the AWS Subsidiaries.

338 Election. The Shareholders agree to cooperate with SPSS in making an election under Section 338 of the Code (and any comparable election under state, local or foreign tax law) with respect to the acquisition of Surveycraft by SPSS. The Shareholders will cooperate fully in the making of such election.

338 Election. Purchaser and Seller agree to evaluate in good faith whether to join in making an election under Section 338(h)(10) of the Code (and any corresponding election under state, local, or foreign law) (a “338 Election”) with respect to Purchaser’s purchase of the stock of the Bank pursuant to this Agreement; provided that nothing in this Section 5.9(i) shall be construed to require either party to agree to make such an election.

338 Election. (a) At Purchaser’s option, Purchaser shall make an election under Section 338(g) of the Code with respect to any one or more of FiberMark Investments and the Company, (all elections made pursuant to this sentence, collectively, the “Section 338 Election”). The Section 338 Election shall properly reflect the Price Allocation (as hereinafter defined). Within 120 days after the Closing Date, Purchaser shall deliver to the Sellers a statement (the “Allocation Statement”) containing Purchaser’s good faith determination of (i) the ADSP (as such term is defined in Treasury Regulations Section 1.338-4) for each of the entities in respect of which the Section 338 Election is made and (ii) an allocation of the ADSP for each such entity among the assets of that entity, each in accordance with the Treasury Regulations under Section 338 of the Code. If within 30 days after receipt of the Allocation Statement the Sellers notify Purchaser in writing that the allocation of one or more items reflected in the Allocation Statement is not a reasonable allocation, then Purchaser and the Sellers will negotiate in good faith to resolve such dispute. If Purchaser and the Sellers fail to resolve such dispute within 30 days, then Purchaser and the Sellers shall submit such dispute to the Accounting Firm which shall determine whether the allocation of the items in question was reasonable and, if not reasonable, shall appropriately revise the Allocation Statement. If the Sellers do not respond within 30 days, or upon resolution of the disputed items, the allocation reflected on the Allocation Statement (as such may have been adjusted) shall be the “Price Allocation” and shall be binding on the parties hereto. The Purchaser and the Sellers agree to act, and to cause their respective Affiliates to act, in accordance with the Price Allocation in the preparation, filing and audit of any Tax return. (b) In the event that Purchaser does not make the 338 Election with respect to the Company or FiberMark Investments, Purchaser shall not cause or permit the Company or FiberMark Investments to make any distribution with respect to stock (or any transfer that could be treated as a distribution with respect to stock under Section 301 of the Code) until the first day of the taxable year of the Company (as determined for U.S. federal income tax purposes) that begins after the Closing Date, it being understood that at present the Company’s and FiberMark Investment’s taxable year-end is December 31....