Check the Box Elections. The Sellers shall have the right to make an election under Treas. Reg. Sec. 301.7701-3, effective prior to the Closing, for each Purchased Entity to be disregarded as an entity separate from its owner for U.S. federal income tax purposes. Such elections shall be filed on or before the Closing Date and Honeywell shall provide Purchaser with true and accurate copies of all such elections on or before the Closing Date.
Check the Box Elections. Agilent will cause each of Luxco and the Foundation to file a valid election with the United States Internal Revenue Service (the “IRS”) to be treated from its respective date of formation as a disregarded entity for United States federal income tax purposes in accordance with Treasury Regulation section 301.7701-3(c) and cause each of them to maintain its status as a disregarded entity for all relevant times in the future.
Check the Box Elections. Sellers in their sole discretion may cause an election under Treasury Regulation Section 301.7701-3 (and any comparable provision of United States federal, state or local Tax Law) to be made with respect to any of the Purchased Business Companies, effective on or prior to the Closing Date, and Purchaser shall and shall cause its Affiliates to cooperate in the making of any such elections as requested by Sellers.
Check the Box Elections. Sellers shall make a valid election under Treas. Reg. Sec. 301.7701-3, effective on or before the day prior to the Closing Date, for each Transferred Entity to be disregarded as an entity separate from its owner for U.S. federal income tax purposes and shall deliver copies of completed and filed Forms 8832 to Purchasers at or before Closing demonstrating the making of such an election. For U.S. federal income tax purposes, Honeywell and the Purchaser agree to treat the transfer of the Equity Interests in each of the Transferred Entities pursuant to this Agreement as taxable sales of their assets to M&M Germany and M&M France, respectively, and to treat the transfer by Honeywell UK of Purchased Assets relating to the UK Business as a taxable sale, and no party will assert or maintain a position inconsistent with such treatment.
Check the Box Elections. 2.1 The Seller shall procure that:
2.1.1 the Company makes a Check the Box Election prior to Completion with the effect that the Company is treated as a disregarded entity for US federal income tax purposes with effect from the date that is two (2) Business Days prior to Completion (or any alternative date selected by the Buyer); and
2.1.2 each of the Consenting Non-US Subsidiaries and Non-Consenting Non-US Subsidiaries (except for any Non-US Subsidiary that is treated as a per se corporation pursuant to Treasury Regulations Section 301.7701-2(b)(8) and except as otherwise directed by the Buyer) makes a Check the Box Election prior to Completion with the effect that each such Consenting Non-US Subsidiary and Non-Consenting Non-US Subsidiary is treated as a disregarded entity for US federal income tax purposes with effect from the date that is two (2) Business Days prior to Completion (or any alternative date selected by the Buyer).
Check the Box Elections. The Company has made an election with respect to all of its subsidiaries, except those for which such an election is not available, on IRS Form 8832, to treat its subsidiaries (now and hereinafter created) as disregarded entities for U.S. federal income tax purposes. The Company agrees not to form any subsidiaries for which such an election cannot be made unless: (a) consent is obtained from a majority of the 2002 Series A Preferred Stock; or (b) the country in which the subsidiary is formed does not offer an entity with limited liability for which such an election can be made.
Check the Box Elections. Prior to the Closing, the Purchaser may request in writing that the Company shall make, or shall cause to be made, any entity classification election under Treas. Reg. 301.7701-3 with respect to any Subsidiary of the Company that is a “foreign eligible entity” within the meaning of Treas. Reg. 301.7701-3; provided, however, Purchaser shall only be required to make such elections following the satisfaction or waiver of all conditions set forth in Article IX and no such election shall be required to be made with respect to the Company, SH2, SH2A, SH3, or any Subsidiary of the Company that is a “controlled foreign corporation” within the meaning of Section 957 of the Code or any entity set forth on Schedule 8.15(f). The Selling Stockholder must approve such election, which approval shall not be unreasonably withheld. All costs relating to such election shall be borne by Purchaser and Purchaser shall pay such costs to the Company within five (5) days of demand for payment thereof, and any Losses arising from or relating to any such election shall not be treated as Transaction Expenses or subject to indemnification under Section 10.2 of this Agreement.
Check the Box Elections. IDTI has caused each of Newco Sub and the Foundation to file a valid election with the U.S. Internal Revenue Service (the “IRS”) to be treated from its respective date of formation as a disregarded entity for U.S. federal income tax purposes in accordance with Treasury Regulation section 301.7701-3(c) and will cause each of them to maintain its status as a disregarded entity for all relevant times in the future.
Check the Box Elections. Buyer and Seller shall, and shall cause their respective Affiliates and advisors to, cooperate with each other in connection with the preparation and filing of the election forms contemplated by Section 8.10. Seller shall provide drafts of such forms (including the Forms 8832 and SS-4) to Buyer and its advisors within two weeks after the date hereof, or, in the case of any Designated Target designated by Buyer after the date hereof, within two weeks after the date of such designation, but in any event no later than one week prior to the Closing Date. Such drafts shall be based on information theretofore provided between the Buyer and the Seller.
Check the Box Elections. At least one business day prior to the Closing Date, the Seller shall have caused an election to be duly and validly filed with respect to each Designated Target pursuant to which such Designated Target elects, effective no later than one business day prior to the Closing Date, to be disregarded as an entity separate from its owner for U.S. federal income tax purposes, as contemplated by U.S. Treasury Regulation ss. 301.7701-3, and shall have taken no action that would alter the effect of any such election. The form, substance and manner of filing of each such election shall have been approved by the Buyer prior to the actual filing thereof, which approval shall not be unreasonably withheld.
