Election consistently Clause Samples

Election consistently. The Buyer, the Sellers and the Company agree to cooperate, and to cause their respective Affiliates to cooperate, with the others in preparing, executing and filing any Tax forms and other documents required under Code Section 338(h)(10) and other applicable Laws and the Treasury Regulations so that the 338(h)(10) Election will be made in a proper and timely manner. Such cooperation shall include providing all information and records necessary in connection with such Tax forms. (c) The Buyer shall prepare an allocation schedule which allocation schedule will allocate the Aggregate Deemed Sale Price (as such term is defined in Treasury Regulations Section 1.338-4) with respect to the Company among the assets of the Company in a manner consistent with Code Sections 338(h)(10) and 1060, and Treasury Regulations Sections 1.338-6 and 1.338-7 (and any corresponding or similar provision of state, local or foreign Tax Law, as applicable), (the “338(h)(10) Allocation Schedule”). The Buyer shall deliver the 338(h)(10) Allocation Schedule to the Sellers within thirty (30) days after the Final Working Capital becomes final, and such allocation shall be final and binding on the parties hereto. The Buyer and the Sellers agree to report (and to cause their Affiliates to report) the purchase and sale of the Shares hereunder in accordance with the provisions of this Section 8.5 and to allocate the Aggregate Deemed Sale Price (as such term is defined in Treasury Regulations Section 1.338-4) among the Company’s assets in accordance with the 338(h)(10) Allocation Schedule, to file all Tax Returns (including IRS Forms 8883 and 8023) consistent therewith, and agree not to take any position inconsistent with the treatment of the transactions contemplated hereunder in any Tax refund claim or in any administrative or judicial proceeding related thereto. In the event the Purchase Price is adjusted in accordance with any provision of this Agreement after the 338(h)(10) Allocation Schedule becomes final, the 338(h)(10) Allocation Schedule shall be appropriately adjusted to take into account such adjustment and the parties shall cooperate in the filing and preparation of any supplemental IRS Forms 8883 or 8023 (and any comparable forms for state, local and foreign Tax purposes) as may be required to report such adjustments. (d) To the extent permitted by state and local Laws, the Company, the Sellers and the Buyer agree to make an election under relevant provisions of such Laws corres...