Common use of Section 338 Elections Clause in Contracts

Section 338 Elections. The parties shall, unless prohibited by Law or not legally available in view of the structure of this Agreement, mutually consider at the request of Buyers, making a timely, or causing the appropriate Affiliate to timely make, joint elections (collectively, the ‘‘Section 338(h)(10) Election’’) with respect to the purchase of the stock of any of the Companies or their Subsidiaries under (i) Section 338(h)(10) of the Code and (ii) any analogous election with respect to state, local or foreign income Taxes, to the extent that such election is separately available, in each state, local and foreign jurisdiction where either Company or their Subsidiaries currently files income Tax Returns. In such event, Buyers and Seller shall report (or shall cause an appropriate Affiliate to report), in connection with the determination of Taxes, the purchase of the stock of the Companies in a manner consistent with the Section 338(h)(10)

Section 338 Elections. The parties shall, unless prohibited by Law or not legally available in view of the structure of this the Stock Purchase Agreement, mutually consider at the request of Buyers, making a timely, or causing the appropriate Affiliate to timely make, joint elections (collectively, the ‘‘''Section 338(h)(10) Election’’'') with respect to the purchase of the stock of any of the Companies or their Subsidiaries under (i) Section 338(h)(10) of the Code and (ii) any analogous election with respect to state, local or foreign income Taxes, to the extent that such election is separately available, in each state, local and foreign jurisdiction where either Company or their Subsidiaries currently files income Tax Returns. In such event, Buyers and Seller shall report (or shall cause an appropriate Affiliate to report), in connection with the determination of Taxes, the purchase of the stock of the Companies in a manner consistent with the Section 338(h)(10)the

Section 338 Elections. The parties shall, unless prohibited by Law or not legally available in view of the structure of this Agreement, mutually consider at the request of Buyers, making a timely, or causing the appropriate Affiliate to timely make, joint elections (collectively, the ‘‘“Section 338(h)(10) Election’’”) with respect to the purchase of the stock of any of the Companies or their Subsidiaries under (i) Section 338(h)(10) of the Code and (ii) any analogous election with respect to state, local or foreign income Taxes, to the extent that such election is separately available, in each state, local and foreign jurisdiction where either Company or their Subsidiaries currently files income Tax Returns. In such event, Buyers and Seller shall report (or shall cause an appropriate Affiliate to report), in connection with the determination of Taxes, the purchase of the stock of the Companies in a manner consistent with the Section 338(h)(10)

Section 338 Elections. The parties shall, unless prohibited by Law or not legally available in view of the structure of this Agreement, mutually consider at the request of Buyers, making a timely, or causing the appropriate Affiliate to timely make, joint elections (collectively, the ‘‘''Section 338(h)(10) Election’’) with respect to the purchase of the stock of any of the Companies or their Subsidiaries under (i) Section 338(h)(10) of the Code and (ii) any analogous election with respect to state, local or foreign income Taxes, to the extent that such election is separately available, in each state, local and foreign jurisdiction where either Company or their Subsidiaries currently files income Tax Returns. In such event, Buyers and Seller shall report (or shall cause an appropriate Affiliate to report), in connection with the determination of Taxes, the purchase of the stock of the Companies in a manner consistent with the Section 338(h)(10)