Common use of No Section 338 Election Clause in Contracts

No Section 338 Election. Neither Buyer nor Parent nor the Company shall make any election or deemed election under Section 338 of the Code, or without the consent of Stockholders, under Section 338(h)(10) of the Code with respect to the transactions contemplated by this Agreement. Buyer, Parent and Stockholders agree that, for all tax purposes, none of them shall treat the transactions contemplated by this Agreement as anything other than a sale by Stockholders of all issued and outstanding capital stock of the Company.

No Section 338 Election. Neither Buyer nor Parent nor the Company any Affiliate thereof shall (i) make any election or deemed an election under Section 338 of the Code, Code or without the consent any similar provisions of Stockholders, under Section 338(h)(10) state or local law in respect of the Code with respect purchase of Stock or (ii) cause the Company to engage in any transaction that could cause the transactions contemplated by this Agreement. Buyerpurchase of Stock of the Company to be treated as a purchase or sale of the assets of the Company for federal, Parent and Stockholders agree thatstate, for all local or foreign tax purposes, none of them shall treat the transactions contemplated by this Agreement as anything other than a sale by Stockholders of all issued and outstanding capital stock of the Company.

No Section 338 Election. Neither Buyer nor Parent nor the Company shall make any election or deemed election under Section 338 of the CodeCode or, or without the consent of StockholdersSeller, under Section 338(h)(10) of the Code with respect to the transactions contemplated by this AgreementContemplated Transactions. Buyer, Parent Buyer and Stockholders Sellers agree that, for all tax purposes, none of them neither shall treat the transactions contemplated by this Agreement Contemplated Transactions as anything other than a sale by Stockholders Seller to Buyer of all issued and outstanding capital stock of the Company.

No Section 338 Election. Neither Buyer Purchaser nor Parent nor the Company any affiliate thereof shall (i) make any election or deemed an election under Section 338 of the Code, Code or without the consent any similar provision of Stockholders, under Section 338(h)(10) state or local law in respect of the Code with respect to the transactions contemplated by this Agreement. Buyer, Parent and Stockholders agree that, for all tax purposes, none purchase of them shall treat the transactions contemplated by this Agreement as anything other than a sale by Stockholders of all issued and outstanding capital stock of the CompanyCompany or (ii) cause the Company to engage in any transaction that could cause the purchase of stock of the Company to be treated as a purchase or sale of the assets of the Company for federal, state, local or foreign Tax purposes.

No Section 338 Election. Neither Buyer nor Parent nor the Company nor any affiliate thereof shall (i) make any election or deemed an election under Section 338 of the Code, Code or without the consent any similar provision of Stockholders, under Section 338(h)(10) state or local law in respect of the Code with respect Merger or (ii) cause any Acquired Company to engage in any transaction that could cause the transactions contemplated by this Agreement. Buyer, Parent and Stockholders agree that, for all tax purposes, none of them shall treat the transactions contemplated by this Agreement Merger to be treated as anything other than a purchase or sale by Stockholders of all issued and outstanding capital stock of the Companyassets of any Acquired Company for federal, state, local or foreign Tax purposes.