Other Tax Provisions. (a) No Elections under Code Sections 336 or 338(h)(10). The Parties hereto agree that (i) no elections pursuant to Section 336(e) or 338(h)(10) of the Code shall be made by Sellers or Purchaser with respect to Purchaser’s purchase of any Purchased Equity Interest and (ii) Purchaser shall, to the extent allowable under applicable Law, make or cause to be made (and Parent shall cooperate with Purchaser in making or causing to be made) an election pursuant to Section 338(g) of the Code with respect to the purchase of (A) Xxxxx Industrial Tool Ferramentas do Brasil Ltda. and (B) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), any other Purchased Company that is treated as a foreign corporation for U.S. federal income Tax purposes. If Purchaser or any of its Affiliates makes any election pursuant to Section 338(g) of the Code and this Section 10.10(a), Purchaser shall provide Parent with a copy of Form 8023 Election under Section 338 for Corporations Making Qualified Stock Purchases as soon as is practical following the filing of such form with the IRS.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Stanley Black & Decker, Inc.), Stock and Asset Purchase Agreement (Newell Brands Inc)
