Section 338 Election Sample Clauses
Section 338 Election. (a) With respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law.
(b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information.
(c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.
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 338 Election. (a) Purchaser and Sellers shall make a timely election under Section 338(h)(10) of the Code and any corresponding elections under state and local tax laws (collectively, the “Election”) with respect to the purchase and sale of Shares pursuant to this Agreement. Sellers shall cooperate with Purchaser to take all actions necessary and appropriate (including executing and filing Form 8023 and such other forms, returns, elections, schedules and other documents as may be required) to effect and preserve a timely Election in accordance with Section 338(h)(10) of the Code or any successor provisions (and all corresponding state and local tax laws). Sellers and Purchaser shall report the sale of the Shares pursuant to this Agreement consistent with the Election. Sellers shall include any income, gain, loss, deduction, or other tax item resulting from the Election on Seller’s Tax Returns to the extent required by applicable law including but not limited to the income deemed to arise under Section 338(h)(10) of the Code. The parties acknowledge that the obligations of Acuitrek arising under those certain software license prepayments treated by Acuitrek as deferred revenue for federal income tax purposes shall not be considered liabilities for federal income tax purposes and, as such, will not be considered a liability in computing the adjusted deemed selling price but shall, however, be reported as income by Acuitrek on its Tax Returns for the period ending with and including the Closing Date.
(b) Purchaser hereby covenants that the transaction contemplated herein is a “qualified stock purchase” within the meaning of Section 338 of the Code. Sellers shall pay any state, local or foreign income Tax imposed on Acuitrek’s gain resulting from the Election.
(c) The Parties agree that the Purchase Price and the liabilities of Acuitrek (which the parties agree are in the approximate amount of $110,000) will be allocated to the assets of Acuitrek in accordance with the following: (i) accounts receivable shall be deemed to have a fair market value equal to their face amount (less allowance for doubtful accounts), (ii) fixed assets and other assets (other than start-up costs) shall be deemed to have a fair market value equal to their adjusted basis for federal income tax purposes, (iii) start-up costs shall be deemed to have no value, and (iv) the balance of the Purchase Price including liabilities shall be allocated solely to software goodwill and going concern value. In con...
Section 338 Election. No election under Section 338 of the Code has been made by or with respect to any of the Parent or its Subsidiaries or any of their respective assets or properties.
Section 338 Election. Neither Buyer nor any Affiliate of Buyer will make an election under Section 338 of the Code (or any similar election for state or local Tax purposes) with respect to the Company or its Subsidiaries with respect to any transactions contemplated by this Agreement.
Section 338 Election. Purchaser shall not make an election under Section 338 of the Code (or any comparable provision of state, local or foreign law) with respect to the purchase of stock in the Company as provided herein.
Section 338 Election. Section 11.5(a)........................................62
Section 338 Election. Unless agreed upon in writing by both the Sellers’ Representative and the Purchaser, the Purchaser shall not make an election under Code section 338 (nor any corresponding election under corresponding provisions of state, local or foreign tax law) with respect to the purchase of the stock of the Company hereunder.
Section 338 Election. Notwithstanding anything to the contrary contained in this Agreement, if Purchaser or any Affiliate of Purchaser acquires or becomes the owner, for U.S. federal income tax purposes, of any Company Shares (other than Company Shares held by Holdings) at any time that Holdings is the owner, for U.S. federal income tax purposes, of any Company Shares, neither Purchaser nor any Affiliate of Purchaser shall make, or permit to be made, an election under Section 338 of the Code with respect to such Company Shares or with respect to any of the transactions contemplated by this Agreement, unless the Company provides prior express written consent to any such election.
Section 338 Election. In the event that Purchaser makes an election under Section 338 of the Code (or any comparable provision of state, local or foreign law) with respect to the purchase of the stock in the Company as provided herein, Purchaser shall be responsible for and shall pay all Taxes resulting from such election.