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. 48 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 II CORP., an Oklahoma corporation ("Newco"), XXXXXXX OFFICE MACHINES, INC., an Oklahoma corporation (the "Company"), and XXXX XXXXXXX, the only stockholder of the Company (the "Stockholder").
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. 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. 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 they will not make any election under 338 of the Code in connection with the Transactions.
338 Election. Buyer hereby acknowledges and agrees that it shall not make any election under Section 338 of the Code (or any corresponding elections under state or local Tax Laws) in connection with the Share Acquisition.
338 Election. (a) At the option of Parent, elections under Section 338 of the Code shall be made for the Company and/or its Subsidiaries that are non-U.S. corporations.
(b) The parties agree to allocate the "adjusted grossed-up basis" (as defined in Treasury Regulation Section 1.338-5) of the Company and its Subsidiaries for all Tax purposes as shown on an allocation schedule as prepared by Parent in accordance with Section 338 of the Code and the Treasury Regulations promulgated thereunder. To facilitate the allocations described in the preceding sentence, the Company shall cause its employees and accountants to develop the data needed to compute the allocations, and shall provide to Parent all materials reasonably requested by Parent or its representatives to facilitate their confirmation of the data.
338 Election. Prospect intends to make an election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the “Code”) to treat the sale of the APAC Shares and the Pinnacle Shares (each, a “338 Corporation”) as a sale of assets by each such 338 Corporation for income and franchise tax purposes. Prospect and the Shareholder shall duly and timely file, or cause to be duly and timely filed, any document necessary to effectuate such election, if available, including without limitation, federal Form 8023 (and any similar forms required under state or local laws relating to taxes) in accordance with the requirements of Section 338 of the Code (or state or local laws relating to the taxes, as the case may be). The parties shall report the deemed sale consistent with such allocation for all financial, tax or other purposes, shall not take any position inconsistent therewith and shall cooperate with each other to take all actions necessary and appropriate as may be required to effect and preserve such election. Anything contained in this Agreement to the contrary notwithstanding, the Shareholder makes no representation or warranty concerning the effectiveness under the Code (or other comparable provision of law) of any election made pursuant to this Section 5.5(d); and, except where such failure is due to a breach by such party of its obligations under this Section 5.5(d), in no event shall the Shareholder be liable to Prospect for the failure of any such election to be effective under the Code (or other comparable provision of law).
338 Election. The parties understand and agree that an election will be made under Section 338(g) of the U.S. Internal Revenue Code for the Corporation and any of its eligible subsidiaries (other than any subsidiary that is treated as a U.S. corporation under U.S. federal Tax laws). The parties agree to cooperate as reasonably required to effectuate said election.
