Section 336(e) Elections Sample Clauses

Section 336(e) Elections. Pursuant to Treasury Regulation Sections 1.336-2(h)(1)(i) and 1.336-2(j), Parent and Enova agree that Parent shall make a timely protective election under Section 336(e) of the Code and the Treasury Regulations issued thereunder for Enova and each Affiliate of Enova that is a domestic corporation for United States federal income Tax purposes with respect to the Distribution (a “Section 336(e) Election”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury Regulation Section 1.336(e)-1(b)(6), either because (a) the Distribution is not a transaction described in Treasury Regulations section 1.336-1(b)(5)(i)(B) or (b) Treasury Regulation Section 1.336-1(b)(5)(ii) applies to the Distribution. If and to the extent that there is a violation of the Tax-Free Status of the Distribution, and the resulting Taxes (including any Taxes attributable to the Section 336(e) Election) are treated as Taxes of Enova (rather than Taxes of Parent) pursuant to this Agreement, then, to that extent, Parent shall be entitled to quarterly payments from Enova equal to the actual Tax savings arising from the step-up in Tax basis resulting from the Section 336(e) Election, determined using a “with and without” methodology (treating any deductions or amortization attributable to the step-up in tax basis resulting from the Section 336(e) Election as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards), and less a reasonable charge for administrative expenses necessary to secure the Tax savings, provided, however, that that any payments to Parent by Enova under this Section 7.05 shall be treated as payments by Enova in partial satisfaction of its indemnity obligation to Parent under Section 7.04(a) and that Parent and its Affiliated shall only be permitted to recover once hundred percent (100%) of any Tax-Related Losses under Section 7.04(a) (including any payments made by Enova under this Section 7.05).
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Section 336(e) Elections. (a) The Company, Parent and SpinCo agree that the Distribution is intended to be treated as (1) a distribution to which Section 355(e) of the Code applies and (2) a QSD.
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Section 336(e) Elections. (a) Buyer and Seller shall join and cooperate in making joint elections under Section 336(e) of the Code and the Treasury Regulations promulgated thereunder in respect of the purchase of the DVU Equity Interests with respect to the DVU Transferred Entities and under any comparable provisions of state, local, or foreign Tax Law in respect of such purchase (the “Elections”). Seller shall include any income, gain, loss, deduction, or other Tax item resulting from the Elections on its Tax Returns to the extent required by applicable Law. Seller and Buyer shall report the transfers under this Agreement consistent with the Elections on all Tax Returns and neither Seller nor Buyer shall take a position contrary to the Elections unless and, then solely to the extent, required to do so pursuant to a final determination.
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Section 336(e) Elections. (a) Parent and HoldCo shall make a protective election under Section 336(e) (the “Section 336(e) Election”) (and any similar election under state or local law) with respect to the Distribution in accordance with Treasury Regulation Section 1.336-2(h) and (j) (and any applicable provisions under state and local law) and shall cooperate in the timely completion and/or filing of such elections and any related filings or procedures. This Section 6.09(a) is intended to constitute a binding, written agreement to make an election under Section 336(e) with respect to the Distribution as required under Treasury Regulation Section 1.336-2(h). In connection with such election, Parent shall make an election under Treasury Regulation Section 1.1502-13(f)(5)(ii) with respect to the Distribution.
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Section 336(e) Elections. (a) Dynatrace and Mainframe (and their respective Affiliates, as applicable) shall make an election under Section 336(e) of the Code (and any similar election under state or local law) with respect to Mainframe and its Subsidiaries, as applicable, as a result of the “qualified stock disposition” (as defined in Treasury Regulations Section 1.336-1(b)(6)) pursuant to the Distribution in accordance with Treasury Regulations Section 1.336-2(h) and (j) (and any applicable provisions under state and local law) and shall cooperate in the timely completion and/or filings of such elections and any related filings or procedures (including filing or amending any Tax Returns to implement an election that becomes effective). This Section 2.5 is intended to constitute a binding, written agreement to make an election under Section 336(e) of the Code with respect to the Distribution.
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Section 336(e) Elections 
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Related to Section 336(e) Elections

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Section 338 Elections (a) Section 338(h)(10)

  • Section 83(b) Elections To the Company’s knowledge, all elections and notices permitted by Section 83(b) of the Code and any analogous provisions of applicable state tax laws have been timely filed by all employees who have purchased shares of the Company’s common stock under agreements that provide for the vesting of such shares.

  • Section 754 Elections The General Partner shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s assets for (i) all transfers of Partnership Interests, and (ii) any distribution of Company property as described in Section 734 of the Code, if such election would benefit any Partner or the Partnership.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Section 83(b) Election Purchaser understands that Section 83(a) of the Code, taxes as ordinary income the difference between the amount paid for the Stock and the fair market value of the Stock as of the date any restrictions on the Stock lapse. In this context, "restriction" includes the right of the Company to buy back the Stock pursuant to the Repurchase Option set forth in Section 2(a) above. Purchaser understands that Purchaser may elect to be taxed at the time the Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service in the form attached hereto as Exhibit C within thirty (30) days from the date the Stock is purchased. Even if the fair market value of the Stock at the time of the execution of this Agreement equals the amount paid for the Stock, the 83(b) Election must be made to avoid income under Section 83(a) of the Code in the future. Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser. Purchaser further understands that an additional copy of such 83(b) Election is required to be filed with his or her federal income tax return for the calendar year in which the date of this Agreement falls. Purchaser acknowledges and understands that it is solely Purchaser's obligation and responsibility to timely file such 83(b) Election, and neither the Company nor the Company's legal or financial advisors shall have any obligation or responsibility with respect to such filing. Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Stock hereunder and does not purport to be complete. Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser's death. Purchaser assumes all responsibility for filing an 83(b) Election and paying all taxes resulting from such election or the lapse of the restrictions on the Stock.

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Code Section 83(b) Election The Participant shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

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