No Code Section 338 Election Sample Clauses

No Code Section 338 Election. Neither the Purchaser, the Company, nor any of their Affiliates will make any election under Section 338 of the Code with respect to the transactions contemplated by this Agreement.
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No Code Section 338 Election. The Buyer shall not make, or permit to be made, any election under Section 338 of the Code or any similar provision of state, local, or non-U.S. Tax law with respect to the Contemplated Transactions.
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No Code Section 338 Election. Neither the Purchaser, the Acquired Company, nor any of their Affiliates will, with respect to the transactions contemplated by this Agreement, make any election under Section 338 of the Code, other than an election under Section 338(g) of the Code by the Purchaser with respect to the Acquired Company; provided, however, that the Purchaser shall not make any election under Section 338(g) of the Code with respect to the Acquired Company without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Section 9.4, the Seller shall not be deemed to unreasonably withhold, condition or delay consent if such consent may have the effect of increasing the Seller’s indemnification liability under this Agreement or otherwise result in a Tax cost or other cost to the Seller that is not reimbursed by the Purchaser or its Affiliates.
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No Code Section 338 Election. Neither the ABRY Parties, Grande Holdings, nor any of their Affiliates shall make any election under Code Section 338 with respect to the Transactions.
Sample 1
No Code Section 338 Election. Neither GRWW, the Subsidiary, the Company, or the Company Shareholder, nor any of their Affiliates will make any election under Code Section 338 with respect to the Transactions contemplated by this Agreement.
Sample 1

Related to No Code Section 338 Election

  • CODE SECTION 754 ELECTION Upon the approval of the General Partners, the Partnership shall file an election under Code Section 754 to adjust the tax basis of the Partnership Property, with respect to any distribution of Partnership Property to a Partner permitted by this Agreement or a Transfer of a Partnership Interest in accordance with the terms of this Agreement, in accordance with Code Sections 734(b) and 743(b). The Partners acknowledge that once a Code Section 754 election shall be validly filed by the Partnership, it shall remain in effect indefinitely thereafter unless the Internal Revenue Service approves the revocation of such election.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Section 338 Elections (a) Section 338(h)(10)

  • 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.

  • Section 754 Elections The General Partner may elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership's assets for all transfers of Partnership Interests if such election would benefit any Partner or the Partnership.

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • Code Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

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