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. 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. 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. 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. 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. Purchaser shall not and shall cause its Affiliates (including the Companies) not to make an election under Section 338 of the Code or under any similar law of any state with respect to the transactions contemplated by this Agreement.
338 Election. The SeaMap Shareholders acknowledge that Buyer intends to make a Section 338(g) election with respect to the transactions contemplated by this Agreement. Nothing in this Agreement shall prevent the Buyer from making an election to have the Code and similar provisions of state law (“Section 338 Elections”) apply to the acquisition of any or all of the SeaMap Companies. The allocation of the purchase price among the assets of the SeaMap Companies shall be made in accordance with Code Sections 338 and 1060 and any comparable provisions of state, local or foreign law, as appropriate. The Sellers shall accept the Buyer’s determination of the purchase price allocations as set forth on Schedule 7.8 attached hereto and shall report, act, file in all respects and for all purposes consistent with such determination of the Buyer.
338 Election. PAS shall not make and shall not cause or permit CIC to make an election under IRC Section 338 with respect to the Contemplated Transactions.
