Protective Election. If CBS determines, in its reasonable discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Final Distribution, Acquiror and Radio agree to take any such action that is reasonably necessary to effect such election. If such a protective election is made, then this Agreement shall be amended in such a manner as is determined by the Parties to take into account the Tax Benefits resulting from such election.
Protective Election. If Parent determines, in its sole discretion, that a protective election under Section 336(e) of the Code and the Treasury Regulations issued thereunder and any similar provision of state or local Tax Law (the “Section 336(e) Election”) shall be made with respect to any of the Distributions, SpinCo shall (and shall cause any relevant member of the SpinCo Group to) join with Parent (or any relevant member of the Parent Group) in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election).
Protective Election. If Parent determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code and the Treasury Regulations issued thereunder and any similar provision of state or local Tax Law (each, a “Section 336(e) Election”) shall be made with respect to the Distribution or any of the Internal Distributions, SpinCo shall (and shall cause its relevant Affiliates to) join Parent (and/or its relevant Affiliates) in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution or any of the Internal Distributions, then this Agreement shall be amended in such a manner, if any, as is determined by Parent in good faith to take into account such Section 336(e) Election (including by requiring that, in the event the SpinCo Contribution, the Distribution, or any Internal Distribution fails to have U.S. Tax-Free Status and Parent is not entitled to indemnification for the Separation Tax Losses arising from such failure, SpinCo shall pay over to Parent any Tax Benefits realized by SpinCo or any member of the SpinCo Group arising from the step-up in Tax basis resulting from the relevant Section 336(e) Election).
Protective Election. (a) Each of Newco, each Participant, and the Company agree that:
(i) the Company shall authorize and cause Newco (a) to execute and file IRS Form SS-4 to obtain an employer identification number (“EIN”) for the Deemed Partnership (defined below) and (b) to execute and file IRS Form 8832 (substantially in the form attached hereto) to elect effective upon the effectiveness of the Transaction Documents (as a protective measure) under Treasury Regulation section 301.7701-3 for the Deemed Partnership to be classified for U.S. Tax Purposes as a partnership (the “Protective Election”);
(ii) Newco shall take such actions as are necessary to authorize its officers to effect the actions set forth in Section 7.4(a)(i);
(iii) it shall not to revoke or seek to revoke (or cause Newco to seek to or revoke) the Protective Election; and
(iv) it shall take all actions consistent with and no actions inconsistent with the Protective Election (other than to the extent otherwise provided in this Agreement).
(b) During such time as this Agreement is in effect, each of Newco, each Participant, and the Company agrees that:
(i) it is their mutual understanding and intention that, if Newco at any time is classified for U.S. Tax Purposes as a disregarded entity, the arrangement among Newco, the Participants, and the Company under this Agreement constitutes a business entity for purposes of Treasury Regulation section 301.7701-1(a)(2) (the “Deemed Partnership”);
(ii) if there is a DRE Resolution,
(1) it shall treat for U.S. Tax Purposes each Participant and Newco as a partner in the Deemed Partnership with each Participant’s percentage interest in the Deemed Partnership equal to its Participation Percentage and Newco’s percentage interest in the Deemed Partnership equal to the SC Tax Allocation Percentage, in each case, as adjusted from time to time;
(2) the information provided pursuant to Section 7.3, the maintenance of capital accounts pursuant to Section 7.2(b), and the allocation of items of income, gain, loss deduction, or credit pursuant to Section 7.2(c) shall be with respect to the Deemed Partnership and not with respect to Newco; and
(iii) if any of Newco, a Participant, or the Company receives a DRE Notice, it shall send copies of the DRE Notice promptly to each of the others (and for the avoidance of doubt, to all of the Participants) and Newco and, if necessary, the Company shall be entitled to authorize the Participants (at the Participants’ own expense) to control the p...
Protective Election. At the election of Purchaser following the Closing, Seller shall make a timely election (taking into account any payments treated as post-closing adjustments to amounts paid for the stock of DESS) under Treasury Regulation section 1.1502-36(d)(6)(i)(A) for U.S. federal income Tax purposes (and any comparable provision of state, local or foreign Tax Law) to reduce the Tax basis in the stock of DESS in an amount sufficient to avoid any reduction in the aggregate of the Tax attributes, including the Tax basis of the assets and deferred deductions pursuant to Treasury Regulation section 1.1502-36(d). Such election shall be made in accordance with the rules set forth in Treasury Regulation section 1.1502-36(e)(5), and Seller shall provide reasonable supporting documentation to Purchaser of the amount of Tax basis subject to reduction pursuant to the election, including documentation supporting Seller’s Tax basis in the stock of DESS immediately prior to the Closing and the net inside attribute amounts (within the meaning of Treasury Regulation section 1.1502-36(d)(3)) of DESS.
Protective Election. Petro, as the common parent of the consolidated group in which the Company is a member for federal income tax purposes, shall elect under Treasury Regulation §1.1502-36(d)(6) to reduce Petro’s basis in its shares of stock in the Company by an amount equal to 100% of the Company’s attribute reduction amount, as tentatively computed under Treasury Regulation §1.1502-36(d)(3) without regard to such election. Petro covenants and agrees to make the foregoing election at the time and in the manner specified Treasury Regulation §1.1502-36(e)(5), or the time and in the manner specified in any successor provision thereto.
Protective Election. To further assure that the Stock Purchase will be treated as a Bank Asset Purchase, Shareholder and Purchaser shall, and Shareholder shall cause its individual shareholders to, at the Closing, jointly execute IRS Form 8023 and any accompanying schedules or other documents necessary to consent to the Election under Section 338(h)(10) of the Code and any other Applicable Laws and Regulations Tax, including any corresponding or similar provisions of state or local law (the “Election”). Purchaser will retain the fully-executed IRS Form 8023 and cause it and any corresponding schedules and other documents to be filed with the IRS and any other Applicable Governmental Authorities as provided in Section 8.5(a).
Protective Election. Viking and SpinCo shall make a timely protective election under Section 336(e) of the Code and the Treasury Regulations issued thereunder and any similar provision of state or local Tax Law with respect to the Distributions (the “Section 336(e) Election”); provided, however, that such election shall only be made if it will not impose any unreimbursed incremental cost on Viking, taking into account any Refunds to which Viking is entitled pursuant to Section 5.01(c). Viking, Parent and SpinCo agree to take any such action that is reasonably necessary to effect such election (including making any other related election and/or timely entering into a written, binding agreement to make a Section 336(e) Election pursuant to Treasury Regulations Section 1.336-2(h)(1)(i)).
Protective Election. Where the UK Seller notifies the Purchasers in writing pursuant to the foregoing:
Protective Election. Notwithstanding anything herein to the contrary, Seller shall make a protective election under Treasury Regulations Section 1.1502-36(d)(6)(i)(A) for U.S. federal income tax purposes (and for purposes of any applicable state or local tax laws) to reduce the Tax basis in the stock of the Company in an amount sufficient to avoid any reduction in the aggregate of the Tax attributes, including but not limited to the Tax basis of the assets of the Company, pursuant to and to the extent permitted by Treasury Regulation Section 1.1502-36(d) (the “Section 1.1502-36 Election”). The Section 1.1502-36 Election shall be made in accordance with the rules and requirements set forth in Treasury Regulation Section 1.1502-36(e)(5). Seller shall provide to Purchaser reasonable supporting documentation verifying that the Section 1.1502-36 Election was properly and timely made and such other information reasonably requested by Purchaser, and Purchaser shall reasonably cooperate with Seller to make the Section 1.1502-36(e)(5) Election. None of Seller or any of its Affiliates shall take any action which could reasonably be expected to result in a revocation of the Section 1.1502-36 Election.
