Section 197 Election Sample Clauses
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Section 197 Election. Upon the request of the Company and to the extent applicable, St. ▇▇▇▇ agrees to elect under Section 197(f)(9)(B)(ii) of the Code to (i) recognize gain on the disposition of goodwill, going concern value and any other Section 197 intangible (as defined in Section 197(d) of the Code), if any, for which depreciation and amortization would not have been allowable but for Section 197, if such asset was held or used by St ▇▇▇▇ or any of its Subsidiaries at any time on or after July 25, 1991 and on or before August 10, 1993, and (ii) pay tax on such gain in accordance with Section 197(f)(9)(B)(ii)(II) of the Code to the extent that such election is necessary to enable the Company or any of its affiliates to claim amortization deductions with respect to such asset under Section 197 of the Code; PROVIDED, HOWEVER, that St. ▇▇▇▇ shall not be required to make such election and/or comply with clause (ii) of the previous sentence if it determines in its sole discretion that the election, or the requirements of clause (ii), would cause a detriment to St. ▇▇▇▇ or any of its Subsidiaries.
Section 197 Election. 34 SECTION 8.06 Indemnification as Adjustment................................................................34 -ii- ARTICLE IX
Section 197 Election. With respect to the sale of each of the Railcar Subsidiaries pursuant to this Agreement and the corresponding Elections, Seller and the Railcar Subsidiaries shall timely file with the Internal Revenue Service a protective election under Section 197(f)(9)(B)(ii) of the Code (the “Section 197 Election”) and shall take all such actions necessary and appropriate (including filing such forms, returns, elections, schedules and other documents as may be required) to perfect the Section 197 Election in accordance with the provisions of the Code and applicable Treasury regulations. Seller shall report the sale of each of the Railcar Subsidiaries pursuant to this Agreement and the corresponding Elections consistent with the Section 197 Election and shall take no position to the contrary thereto in any Tax Return or in any proceeding before any Tax Authority or otherwise.”
(L) Section 4.8 of the Share Purchase Agreement is hereby amended by deleting Section 4.8 in its entirety and replacing it with the following:
Section 197 Election. The Seller shall make (or cause to be made) a valid, timely and effective election under Section 197(f)(9)(B) of the Code and Treasury Regulations 1.197-2(h)(9)(ii)(B) with respect to any “Section 197(f)(9) intangibles” within the meaning of Treasury Regulations Section 1.197-2(h)(1)(i) (“Section 197(f)(9) Intangibles”) that are held by a Transferred Entity as of immediately prior to the Closing, which election shall be made by the filing of a statement substantially in the form set forth in Section 7.09(c)(ii) of the Disclosure Letter (such statement, the “Section 197 Statement” and such election, the “Section 197 Election”). No later than thirty (30) days prior to filing the Section 197 Statement, the Seller shall deliver to the Purchaser for its review a draft of the Section 197 Statement, which shall be prepared in accordance with the Allocation Methodology, and the Seller shall consider in good faith any comments provided by the Purchaser. The Seller shall be responsible for the timely filing of the Section 197 Statement (and any comparable state or local statement) and timely paying any Tax liability required to be paid to give effect to the Section 197 Election.