Common use of Protective Section 336(e) Election Clause in Contracts

Protective Section 336(e) Election. (a) The Parties hereby agree to make a timely protective election under Section 336(e) of the Code and Treasury Regulations § 1.336-2(j) (and any similar provision of applicable state or local Tax Law) for each member of the SpinCo Group that is a domestic corporation for U.S. federal Income Tax purposes with respect to the Distribution (the “Protective Section 336(e) Election”) in accordance with Treasury Regulations § 1.336-2(h). For the avoidance of doubt, (i) this Section 3.05(a) is intended to constitute a written, binding agreement to make the Protective Section 336(e) Election within the meaning of Treasury Regulations § 1.336-2(h)(1)(i), and (ii) it is intended that the Protective Section 336(e) Election will have no effect unless, pursuant to a Final Determination, the Distribution is treated as a “qualified stock disposition” within the meaning of Treasury Regulations § 1.336-1(b)(6).

Protective Section 336(e) Election. (ai) The Parties hereby agree to make a timely protective election under Section 336(e) of the Code and Treasury Regulations § Section 1.336-2(j) (and any similar provision of applicable state or local Tax Law) for each member of the SpinCo Bioverativ Group that is a domestic corporation for U.S. federal Income Tax tax purposes with respect to the Distribution (the a “Protective Section 336(e) Election”) in accordance with Treasury Regulations § Section 1.336-2(h). For the avoidance of doubt, (iA) this Section 3.05(a3.05(b) is intended to constitute a written, binding agreement to make the Protective Section 336(e) Election within the meaning of Treasury Regulations § Section 1.336-2(h)(1)(i), and (iiB) it is intended that the Protective Section 336(e) Election will have no effect unless, pursuant to a Final Determination, the Distribution is treated as a “qualified stock disposition” within the meaning of Treasury Regulations § Section 1.336-1(b)(6).