Entity Classification Elections Clause Samples

Entity Classification Elections. Section 2.15(f) of the Seller Disclosure Letter lists each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to Target and each of its Subsidiaries for U.S. federal income Tax purposes.

Entity Classification Elections. Notwithstanding anything to the contrary herein, the Seller shall have the right to cause an election pursuant to Treasury Regulations Section 301.7701-3 to be filed, effective from a date on or prior to the Closing Date, for any of the Acquired Companies to be treated as a branch, corporation or partnership for United States federal income Tax purposes; provided, however, that Sellers provide notice to Buyer at least five Business Days prior to the filing of such election. Buyer shall cooperate with the filing of such election, including by providing any assistance, consent or signatures as reasonably requested by Seller.

Entity Classification Elections. The following U.S. entity classification elections shall have been filed: (i) an election under Treasury Regulations Section 301.7701-3(c) on IRS Form 8832 for ▇▇▇▇▇▇▇▇▇ Charging to be disregarded as an entity separate from its owner for U.S. federal income tax purposes, effective not later than the day immediately preceding the effective date of the election described in clause (ii); (ii) an election under Treasury Regulations Section 301.7701-3(c) on IRS Form 8832 for Opera Charging B.V. to be treated as a partnership for U.S. federal income tax purposes, effective not later than the day immediately preceding the effective date of the election described in clause (iii); and (iii) an election under Treasury Regulations Section 301.7701-3(c) on IRS Form 8832 for ▇▇▇▇▇▇▇▇ ▇▇ SAS to be disregarded as an entity separate from its owner for U.S. federal income tax purposes, effective not later than the day immediately preceding the Closing Date. The Company shall have delivered to Spartan a copy of the IRS Form 8832 with respect to each such election and reasonably satisfactory evidence of each such form having been properly filed with the IRS.

Entity Classification Elections. Neither Noble-Cayman nor merger sub will take any action, including making an election under U.S. Treasury Regulation Section 301.7701-3 to be treated as disregarded as an entity separate from its owner for U.S. federal tax purposes. 9 Table of Contents

Entity Classification Elections. Pubco is classified as a corporation for U.S. federal income tax purposes effective as of the date of its incorporation. Rorschach is classified as a partnership for U.S. federal income tax purposes effective as of the date of its formation. Company Merger Sub is classified as a corporation for U.S. federal income tax purposes effective as of the date of its incorporation. Rorschach Merger Sub is classified as an entity disregarded as a separate entity from Pubco for U.S. federal income tax purposes effective as of the date of its incorporation.

Entity Classification Elections. On or before the tenth (10th) Business Day following the Closing Date, DSTi shall file, or caused to be filed, duly and timely entity classification elections pursuant to U.S. Treasury Regulations Section 301.7701-3(c) for Percana and Percana Sub to each be treated as disregarded as an entity separate from its owner for U.S. federal income tax purposes, effective on the calendar date that immediately precedes the Closing Date. IFDS Ireland shall cooperate with DSTi in the preparation and filing of the elections described in this Section 10.04, including by providing any necessary signatures for such elections.