Section 338. (a) Buyer will, or will cause its applicable Affiliate to, join with the applicable Sellers, and the applicable Sellers shall join with Buyer or its applicable Affiliate, in jointly making a timely and irrevocable election under Section 338(h)(10) of the Code with respect to Buyer’s acquisition (or the acquisition by an Affiliate of Buyer) of the Equity Interests of Xxxxxx Re Inc. and Xxxxxx Securities Inc. pursuant to this Agreement and, if permissible, similar elections under any applicable state and local Tax Laws (collectively, the “Section 338(h)(10) Elections”). Sellers and Buyer shall each deliver completed and executed copies of IRS Form 8023, required schedules thereto, and any similar state and foreign forms at the Closing in accordance with Section 2.09(a)(vii) and Section 2.09(b)(vii). If any changes are required in these forms as a result of information which is first available after these forms are prepared, the parties will promptly make such changes.
(b) Within thirty (30) days following the completion of the Purchase Price Allocation pursuant to Section 2.12, Buyer shall deliver to Sapphire a schedule (the “Preliminary Allocation Schedule”) allocating the ADSP (as such term is defined in Reg. §1.338-4) among the assets of each of Xxxxxx Re Inc. and Xxxxxx Securities Inc. (taking into account and in accordance with the Purchase Price Allocation among the Equity Interests pursuant to Section 2.12). The Preliminary Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 338(h)(10) of the Code and the Treasury Regulations thereunder. If, within thirty (30) days following delivery of the Preliminary Allocation Schedule, Sapphire has not notified Buyer in writing of its disagreement with the Preliminary Allocation Schedule, the Preliminary Allocation Schedule shall be final and binding. If within such 30-day period Sapphire so notifies Buyer, Sapphire and Buyer shall endeavor to resolve such disagreement in accordance with the procedures of Section 2.12. Once resolved, the Preliminary Allocation Schedule (as revised, if applicable) shall be final and binding. Each of Buyer and Sellers agree that neither it nor any of its Affiliates shall file any federal, state, local and foreign Tax Returns in a manner that is inconsistent with such Preliminary Allocation Schedule unless otherwise required pursuant to a final “determination” as defined in Section 1313(a) of the Code by a Tax Authority; provided, however, that no...
Section 338. Following the Closing Buyer and its Affiliates shall make a valid and timely election under Section 338(g) of the Code, and any corresponding election under state, local or foreign Tax Law, with respect to each of the Foreign Purchased Entities (a “Section 338 Election”).
Section 338. (i) Elections. Seller, the Subsidiaries and Purchaser shall make joint elections under Sections 338(g) and 338(h)(10) of the Code (the "338 Elections") with respect to the purchase of the Shares and under any similar provisions of state law. Seller represents that its sale of the Shares is eligible for, and Purchaser represents that it is qualified to make, such elections. Seller and Purchaser agree to prepare and file IRS Form 8023, required schedules thereto, and any similar state forms in a timely fashion in accordance with the rules under Section 338 of the Code or under a similar provision of state law, as the case may be. If any changes are required in these forms subsequent to their filing, the parties will promptly agree on such changes.
Section 338. Neither Parent nor Buyer shall make (or permit to be made) any election under Section 338 of the Code (or any comparable applicable provision of state, local or foreign Tax law) with respect to the acquisition of Company and Company Subsidiary.
Section 338. (i) Upon a written request of the Acquiror, notifying the Seller of Acquiror’s intent to make a Section 338(h)(10) Election with respect to the Company that is provided to Seller within ninety (90) days after the Closing Date, the Seller, and the Acquiror, in respect of the Company and the Transferred Subsidiaries, shall take all actions necessary and appropriate (including timely filing all forms, Tax Returns, elections, schedules and other documents as may be required) to effect and preserve a timely section 338(g) or section 338(h)(10) election in accordance with and to the extent permitted by the requirements of section 338 of the Code and U.S. Treasury Regulations promulgated thereunder (and any corresponding elections under state, local or non-U.S. Tax Law) for each of the Company and the Transferred Subsidiaries with respect to the acquisition of the Shares by the Acquiror and any deemed acquisitions of any other entity resulting from such elections (the “Section 338 Elections”).
(ii) The Seller and the Acquiror, with respect to the Company and the Transferred Subsidiaries, agree to (x) report, where applicable, the sale of the stock of the Company (and the deemed sale of the stock of the Transferred Subsidiaries with respect to which such election is made) consistently with the Section 338 Elections and (y) with respect to the Section 338 Elections, where applicable, and to the extent permitted by Law, take no position contrary thereto or inconsistent therewith in any Tax Return, any discussion with or proceeding before any Tax Authority, or otherwise.
(iii) On or before the Closing Date, the Seller and the Acquiror shall, and shall cause their Affiliates to, (x) promptly execute (or cause to be executed) and deliver to one another, as appropriate, IRS Form 8023 (and any comparable state and local or non-U.S. forms) and attachments which are required to be filed under applicable Law to effect the Section 338 Elections (but not including IRS Form 8883 or any other similar form that sets forth the allocation of consideration) and the Seller shall duly and timely file such forms with the appropriate Tax Authority, and (y) comply with all requirements of section 338 of the Code (or any other similar provision of state and local law) and the U.S. Treasury Regulations promulgated thereunder.
(iv) Notwithstanding anything else to the contrary herein, the Acquiror may make an election under section 338(g) of the Code with respect to any Transferred Subsidi...
Section 338. (i) Buyer shall join in making a timely election under Code section 338(h)(10) (and any corresponding election under state, local, or foreign law) (a “338 Election”) for the Company in connection with Xxxxx’s purchase of the Securities. Each 338 Election will be effected in accordance with the Allocation Schedule. Seller and Buyer shall, within ten (10) days prior to the date such forms are required to be filed under Applicable Law, exchange completed and executed copies of IRS Forms 8023 and 8883, required schedules thereto, and any similar state, local or foreign forms. The completed and executed IRS Form 8883 shall reflect the Allocation Schedule agreed to by Seller and Buyer pursuant to Section 6.02(g). Seller and Buyer shall report the purchase and sale of the Securities consistent with the treatment of the purchase of the Securities as a “qualified stock purchase” and consistent with the 338 Election and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Taxing Authority or otherwise. Buyer shall timely file such IRS Form 8023 and 8883 (and another Tax Returns required to be filed pursuant to effecting any applicable 338 Election) and shall provide copies of each such Form to Seller.
(ii) Buyer, Seller, the Company, and each of their respective Affiliates intend, for U.S. federal and similar or analogous U.S. state or local Income Tax purposes, that (A) this Agreement and the Distribution are part of the Contemplated Transactions, (B) Buyer and Seller will jointly make the 338 Election pursuant to this Section 6.02(e), (C) this Agreement constitutes a “plan of liquidation” (within the meaning of Section 332 of the Code) of the Company pursuant to effecting the 338 Election and (D) the Distribution will be treated as a liquidating distribution from the Company to the Seller that is part of the Company’s “plan of liquidation” and that will be governed by Section 332 of the Code, consistent with Treasury Regulation Section 1.338(h)(10)-1(e), Example 2 (clause (A), (B), (C) and (D), together, the “Intended Tax Treatment”). Notwithstanding anything to the contrary in this Agreement, Buyer, Seller, the Company and each of their respective Affiliates shall file all applicable Tax Returns consistent with the Intended Tax Treatment, unless otherwise required pursuant to a “determination” within the meaning of Section 1313 of the Code.
Section 338. At Buyer’s election, Buyer may make an election under Section 338(g) of the Code (and corresponding elections under state, local or foreign Law) with respect to any Acquired Company chosen by Buyer (each, a “Section 338 Election”).
Section 338. At the request of Buyer, Sellers and Buyer shall make a joint election for all or some of the Companies under Section 338(h)(10) of the Code and/or under any applicable similar provisions of state law with respect to the purchase of the Shares (collectively, the "Section 338(h)(10) Elections"). Buyer shall be responsible for, and control the preparation of, all federal, state and local forms needed to make the Section 338(h)(10) Elections requested by Buyer and Buyer shall be responsible for any defects in such election. The Allocation will apply for all purposes of the Section 338(h)(10) Elections.
Section 338. Notwithstanding anything in this Agreement to the contrary, the Purchaser in its sole discretion shall be entitled (but shall have no obligation) to make, or cause to be made, an election pursuant to Section 338(g) of the Code (or any corresponding elections under state, local or non-U.S. Tax Law) with respect to its acquisition of any non-U.S. Company Entity. The Sellers shall reasonably cooperate with Purchaser and its Affiliates and use their commercially reasonable efforts to provide Purchaser and its Affiliates with any assistance reasonably requested by Purchaser in connection with making such elections with respect to any Company Entity. The Sellers shall provide or cause to be provided any reasonably requested Code Section 1445 or Code Section 1446(f) certificates with respect to any Company Entity taking into account transactions contemplated by this Agreement.
Section 338. 27 Section 8.5
