Check-the-Box Election. If ParentCo determines, in its sole discretion, that a Check-the-Box Election shall be made with respect to any member of the SpinCo Group effective as of, or before, the Distribution Date, SpinCo shall (and shall cause all relevant members of the SpinCo Group to) make such election effective as of such date and shall take any action reasonably requested by ParentCo or that is otherwise necessary to give effect to such election (including making any other related election). If ParentCo requires any member of the SpinCo Group to file for relief with the IRS to make a late Check-the-Box Election, ParentCo shall reimburse SpinCo (and any relevant member of the SpinCo Group) for all reasonable costs and expenses incurred by SpinCo (or any relevant member of the SpinCo Group) in connection with filing for such relief.
Check-the-Box Election. At the sole direction of Carlyle, the Company shall make, or shall cause to be made, an election to be treated as a partnership for U.S. federal income tax purposes (the “Election”) by filing, or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form), and the Company shall not permit the Election to be terminated or revoked without the prior approval of a majority of the directors on the Board.
Check-the-Box Election. At the sole direction of IDG, the Company shall make, or shall cause to be made, an election to be treated as a partnership for U.S. federal income tax purposes (the “Election”) by filing, or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form), and the Company shall not permit the Election to be terminated or revoked without the prior approval of a majority of the directors on the Board.
Check-the-Box Election. Pfizer shall cause an election pursuant to Treasury Regulations Section 301.7701-3 to be filed, effective from a date at least 10 days prior to the Closing Date, for those of the Conveyed Subsidiaries or their Subsidiaries listed on Schedule 7.4 which are not United States entities to be treated as a branch for U.S. federal income tax purposes, and to undertake any restructuring (including any acquisition of minority interests in any of such Conveyed Subsidiaries or the Subsidiaries) as outlined in Schedule 7.2 necessary or advisable, in Pfizer's sole discretion, to effect such election.
Check-the-Box Election. In connection with the purchase of the Shares hereunder, and as part of the plan to have the transaction qualify as a reorganization within the meaning of Section 368(a) of the Code, Buyer shall, at the direction of Seller, make an election under Section 301.7701-3(c) of the United States Income Tax Regulations to treat Holdings as a disregarded entity for United States income tax purposes. At the time specified by Seller, Buyer shall make such election by filing IRS Form 8832 (or any successor form) and take all other actions necessary to make a valid election at the time specified by Seller.
Check-the-Box Election. The Check-The-Box Election will be made on and in accordance with the instructions to IRS Form 8832 (or any successor form and any similar form required for relevant state, local or non-U.S. Tax Law) in a form acceptable to Purchaser. The Check-The-Box Election will be filed by Purchaser following the Closing Date with an effective date of the day immediately prior to the Closing Date. Parent and Seller will, and will cause Seller’s Affiliates to, cooperate with Purchaser in preparing and filing the Check-The-Box Election to the extent requested by Purchaser, including, without limitation, ensuring that the Check-The-Box Election is executed by such authorized Persons on behalf of Seller, Parent and/or any Affiliate thereof as is necessary to cause the Check-The-Box Election to be valid and effective when filed. Parent and Seller, the Company Parties and their Affiliates will treat the Check-The-Box Election for U.S. federal and all other relevant income Tax purposes as the distribution by the Company of all of its assets and liabilities to Seller (or Parent) in liquidation of the Company, in accordance with Treasury Regulations Section 301.7701-3(g)(1)(iii). Parent and Seller, the Company, Purchaser and each of their Affiliates shall treat the sale and purchase of the Interests pursuant to this Agreement for U.S. federal and all other relevant income Tax purposes as the sale by Seller (or Parent) and purchase by Purchaser of the assets of the Company and assumption by Purchaser of Company liabilities, and none of Parent, Seller, Purchaser nor any of their Affiliates shall take any position inconsistent with such characterization on any Tax Return or in any Tax proceeding with a Tax authority. None of Parent, Seller nor any of Seller’s Affiliates will take, or permit to be taken, any action to cause the Company to be treated in any manner other than as a Disregarded Entity following the effective time of the Check-The-Box Election.
Check-the-Box Election. The Seller will make an election effective prior to the Closing Date to treat the Transferred Entity as disregarded from its sole owner for U.S. federal income tax purposes.
Check-the-Box Election. Two (2) days following the effectiveness of the Recapitalization and the Allegro Liability Assumption (i.e. March 28, 2020), the Company shall make the Check the Box Election.
Check-the-Box Election. Each of the Shipco SPVs shall have made an election to be treated as a disregarded entity for U.S. federal income tax purposes, which shall be filed and effective prior to the Closing Date.
Check-the-Box Election. (a) VARTA as shareholder of VARTA Consumer shall have submitted to Strategic Partner for filing an election pursuant to US Treasury Regulation Section 301.7701-3 a signed standard form to treat VARTA Consumer as a disregarded entity for US tax purposes effective as of September 15, 2002.
(b) After Closing VARTA shall sign and submit for signature and filing by German Limited/Strategic Partner the standard form to effect an election pursuant to US Treasury Regulation Section 301.7701-3 to treat VARTA Consumer as a partnership for US tax purposes effective as of the Closing.
(c) Strategic Partner shall fully cooperate with VARTA in the preparation and filing of the standard forms referred to in Section 7.10.
