Election Forms. Seller shall cooperate with Buyer in the preparation of the Section 338(h)(10) Election Forms and shall deliver duly completed, executed copies thereof on the Closing Date. Buyer and Seller shall cooperate with each other and take all actions necessary and appropriate (including filing such additional forms, Tax Returns, elections, schedules, and other documents as may be required) to effect and preserve the Section 338(h)(10) Election in accordance with Section 338 of the Code and the Treasury Regulations thereunder and comparable provisions of applicable state and local Tax laws and shall take no action inconsistent therewith except to the extent required pursuant to a “determination” as defined in Section 1313(a) of the Code or any similar provision of any state, foreign or local law.
Election Forms. Notwithstanding anything herein to the contrary, the terms of an election form with respect to the conditions under which a Participant may make any election hereunder, as provided in such form (whether electronic or otherwise) are hereby incorporated herein and supersede any otherwise inconsistent Plan provision.
Election Forms. The Buyer shall have provided to Seller an Internal Revenue Service Form 8023 executed and filled out by the Buyer and in a form reasonably satisfactory to Seller, along with any equivalent forms required under state, local or foreign Tax law requested by Seller and in a form reasonably satisfactory to Seller. Seller shall execute Form 8023 and it shall be sent to the appropriate Internal Revenue Service Center at Closing.
Election Forms. At the Closing, Seller shall deliver to Buyer such Section 338(h)(10) Election Forms, duly executed. Seller authorizes Buyer to file each Section 338(h)(10) Election Form with the appropriate Taxing Authority on behalf of Seller and Buyer. Promptly following each such filing, Buyer shall provide Seller with a copy of such filed Section 338(h)
Election Forms. Buyer, Seller and the Company shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Section 338(h)(10)
Election Forms. Neither Buyer, Seller nor the Company shall take any position on any Tax Return or with any taxing authorities that is inconsistent with the agreed fair market values on the final Section 338(h)
Election Forms. As reasonably requested from time to time by Buyer, Seller shall assist Buyer in, and shall provide the necessary information to Buyer, in connection with the preparation of any other forms and documentation required to effect valid and timely Section 338(h)(10) Elections.
Election Forms. (1) The Vendor hereby represents and warrants to the Purchaser that:
(a) the Vendor is a GST registrant for the purposes of the Excise Tax Act (Canada);
(b) the Purchased Assets comprise all or substantially all of the property used in the Business; and
(c) the Business is a "commercial activity" within the meaning of the Excise Tax Act (Canada).
(2) The Purchaser hereby represents and warrants to the Vendor that it is, or will as of the Closing Date be, a GST registrant for the purposes of the Excise Tax Act (Canada).
(3) The Vendor and the Purchaser shall jointly elect under section 167(1) of the Excise Tax Act (Canada) that no tax be payable with respect to the purchase and sale of the Purchased Assets and the Purchaser shall complete and file such election in compliance with the requirements of the Excise Tax Act (Canada). The Purchaser shall file such election in prescribed form and within the time limits contained in the Excise Tax Act (Canada) with the appropriate Government Authority. Any GST incurred in connection with the transactions contemplated by this Agreement, including, for greater certainty, where an election pursuant to section 167 of the Excise Tax Act (Canada) is not or cannot be validly made in respect of the Purchased Assets, shall be borne by the Purchaser and shall be paid to Vendor upon request therefor, including any applicable interest or penalties.
(4) The Vendor and the Purchaser will jointly execute, and each of them will file promptly following the Closing Date, an election under section 22 of the Income Tax Act (Canada) with respect to the transfer of the Accounts Receivable.
(5) The Vendor and the Purchaser shall execute and file a joint election under subsection 20(24) of the Income Tax Act (Canada) and the corresponding provisions of any other applicable taxing statute or regulation, within the prescribed time periods in order to allow the Vendor to deduct from income, the amount of customer deposits, and allowing the Purchaser to include in its income, the amount of such customer deposits in respect of the assumption of any future obligations to supply goods or perform services for which the Vendor has included amounts in its taxable income under paragraph 12(1)(a) of the Income Tax Act (Canada).
Election Forms. Buyer shall make reasonable adjustments to the Section 338(h)(10) Election Forms proposed by Seller. In the event the parties cannot reach agreement on the Section 338(h)(10) Election Forms, such disagreement shall be resolved by the Independent Accounting Firm. Buyer and Seller shall duly execute the completed Section 338(h)(10) Election Forms promptly after such forms have been finalized. Buyer shall file such forms within the applicable time period and provide copies of the Section 338(h)(10) Forms as filed. As soon as practicable, but not later than thirty (30) days after the date of any adjustment to the Purchase Price, Buyer shall furnish Seller with a copy of the appropriate
Election Forms. The Company shall have delivered to Acquiror two (2) original and duly completed and executed IRS Forms 8023 (and any similar forms for applicable state and local Tax laws requested in writing by Acquiror) duly completed and executed by each Company Stockholder.
