Election Under Section 338(h Sample Clauses

Election Under Section 338(h. (i) In connection with the purchase of the Securities hereunder, Seller and Buyer shall make a joint election for Parisian, Inc., M▇▇▇▇’▇, Inc. and Saks Distribution Centers, Inc. under Section 338(h)(10) of the Code and under any applicable similar provisions of state or local law (collectively, the “Section 338(h)(10) Elections”). Seller and Buyer shall within 30 days after the completion of the Asset Allocation Statement on IRS Form 8883, but in no event later than 15 days prior to the due date for filing Internal Revenue Service Form 8023, exchange completed and executed copies of Internal Revenue Service Form 8023, required schedules thereto, and any similar state and local forms. If any changes are required in these forms as a result of information which is first available after these forms are prepared, the parties will promptly agree on such changes. (ii) Buyer and Seller shall negotiate in good faith to agree upon and draft (A) a schedule for IRS Form 8883 determining and allocating the Adjusted Deemed Sales Price, as defined in Treas. Reg. § 1.338-4, for each Company and Subsidiary for which Section 338(h)(10) Elections will be made, among the assets of such Company and Subsidiary and (B) a schedule determining and allocating the purchase price for Herberger’s Department Stores, LLC among the assets thereof, (the “Allocation Schedule”). The Allocation Schedule shall be reasonable and shall be prepared in accordance with Sections 338(h)(10) and 1060 of the Code and the Treasury Regulations thereunder (as applicable). Buyer and Seller each agrees that promptly upon receiving said Allocation Schedule it shall return an executed copy thereof to the other party. Buyer and Seller each agrees to file all federal, state, local and foreign Tax Returns in accordance with the Allocation Schedule. (iii) In the event that Buyer and Seller, after negotiating in good faith, cannot agree upon the fair market value of one or more assets to be included in the Allocation Schedule, Buyer shall appoint an independent appraiser (the “Buyer Appraiser”) and Seller shall appoint an independent appraiser (the “Seller Appraiser”) to conduct an appraisal of the fair market value of each such asset as to which Buyer and Seller shall have not been able to agree as of the Closing Date. The Buyer Appraiser and the Seller Appraiser shall seek to reach agreement upon the fair market value of each such asset. If the Buyer Appraiser and the Seller Appraiser reach such agreement wit...
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Election Under Section 338(h. (10). (i) Seller and Buyer shall make, or cause to be made, a timely and effective joint election under Section 338(h)(10) of the Code and under any applicable similar provisions of state or local law with respect to the purchase of the interests in each Sale Entity specified by Buyer (all such elections being referred to collectively as the “Section 338(h)(10) Election”). (ii) Buyer shall prepare Internal Revenue Service Form 8023, required schedules thereto and any similar forms necessary to effectuate the Section 338(h)(10) Election under applicable state and local laws (collectively, the “Section 338(h)
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Election Under Section 338(h. (i) Each of Aon and Buyer shall cause an authorized person to make a joint election under Section 338(h)(10) of the Code and a similar election under any applicable state, local or foreign income tax law for each domestic Company and Subsidiary treated as a corporation for U.S. federal income tax purposes (collectively, the “Section 338(h)(10) Elections”). To facilitate such election, Aon shall deliver to Buyer on the Closing Date an Internal Revenue Service Form 8023 and, within 60 days after the Closing Date (but in no event after the date which is 60 days prior to the due date) Aon shall deliver any similar form under applicable state, local or foreign income tax law (collectively, the “Forms”) with respect to the Section 338(h)(10) Elections, which Forms shall have been duly executed by an authorized person. Aon and Buyer shall cooperate in the preparation of any information to be included in the Forms or attachments thereto. Buyer shall (1) cause the Forms to be duly executed by an authorized person for Buyer, (2) subject to the following paragraph, prepare and attach any schedules required to be attached, and (3) provide a copy of the executed Forms and schedules to Aon within 120 days after the Closing Date or such later date reasonably agreed by Aon and Buyer. Within 150 days after the Closing Date or such later date reasonably agreed to by Aon and Buyer in writing (but in no event after the date that is 60 days prior to the due date), Aon shall review and provide any comments on the Forms to Buyer. Buyer shall consider any such comments received from Aon and shall make any agreed changes to the Forms prior to filing the Forms with the relevant taxing authorities. Buyer shall duly and timely file the Forms as prescribed by Treasury Regulation §1.338(h)(10)-1 or the corresponding provisions of applicable state, local or foreign income tax Law, and deliver evidence of such filings to Aon. If any changes are required in these forms as a result of information which is first available after these forms are prepared, the parties will promptly agree on such changes. (ii) Within 60 days following the final determination of the Net Worth Adjustment Amount pursuant to Section 4.5, Buyer shall prepare and deliver to Aon a schedule (the “Allocation Schedule”) allocating the Aggregate Deemed Sales Price, as defined in Treasury Regulation Section 1.338-4, for the assets of the Company and each Subsidiary for which a Section 338(h)(10) Election will be made, amon...
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Election Under Section 338(h. (10). (a) At the request of Buyer, Seller and Buyer shall make a joint election for one or more of the Group Companies (as designated by Buyer) under Section 338(h)(10) of the Code and under similar provisions of state or local law with respect to the purchase of the Shares (collectively, the “Section 338(h)(10) Elections”). Buyer shall make any such request (the “Section 338(h)(10) Request”) by formal written notice to Seller at least fifteen (15) days prior to the date that the related IRS Form 8023 is required to be filed with the IRS. Seller shall deliver a completed and executed copy of IRS Form 8023, required schedules thereto, and any similar state and foreign forms within five (5) days of receipt of the Section 338(h)(10)
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Election Under Section 338(h. (10). The Buyer and Northwest shall timely make or cause to be made a valid joint election under Section 338(h)(10) of the Code and under any comparable provisions of state law in respect of the Transfer so as to have the transfer treated as a deemed sale of assets of Pinnacle Airlines and the deemed asset sale gain recognized in Northwest's consolidated federal income tax return and any relevant state income or franchise tax returns that include the Short Period for Pinnacle Airlines ending on the Closing Date (collectively, the "Election").
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Related to Election Under Section 338(h

  • Section 338 Election (a) With respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Section 83(b) Election The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Determinations Under Section 3.01 For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.