Section 338(g) Election. The parties to this Agreement agree that Buyer may make an election under Section 338(g) of the U.S. Internal Revenue Code (the “338(g) Election”) with respect to the acquisition of the shares of China SNS Group Limited and Fanstang (Shanghai) Entertainment after the close of the acquisition. If Buyer makes such an election with respect to either company, Buyer shall inform Sellers in writing within thirty (30) days of having made such election. If and to the extent it is shown that the 338(g) Election by the Buyer shall increase the U.S. taxes owed by Seller, the Buyer will reimburse Seller the amount of such increase up to a maximum of Twenty Thousand U.S. Dollars (US$20,000.00). Moreover, each of Buyer and Parent agrees that, notwithstanding anything to the contrary in this Agreement, any increased U.S. tax attributable to any of the Target Entities as a result of the 338(g) Election shall not constitute any of (i) the breach of any representation and warranty of the Seller Management or Target Entities contained in this Agreement, (ii) the breach of any agreement of the Seller or the Target Entities contained in this Agreement or (iii) a “Seller Tax Obligation” as defined herein.
Section 338(g) Election. Seller and Buyer agree that Buyer shall not make nor cause or permit to be made any election under Section 338(g) of the Code (a “Section 338(g) Election”) with respect to TCSI or any other Subsidiary of the Company that is a foreign corporation within the meaning of Section 7701(a)(5) of the Code in connection with the transactions effected and/or contemplated pursuant to this Agreement unless Seller has consented to such election (such consent shall not be unreasonably withheld); provided that, notwithstanding anything to the contrary contained in this Agreement, (1) all costs (including any Taxes) attributable to a Section 338(g) Election shall be borne solely by Buyer, (2) Seller shall have no indemnity obligation to Buyer or any of its Affiliates from any liability for any costs (including Taxes) attributable to such election, and (3) Buyer shall indemnify and hold harmless Seller, within 10 days after demand therefor, from and against any and all of any increase in Seller’s Tax liability (including any Taxes imposed or asserted on or attributable to amounts payable under this clause) that may result, directly or indirectly, from such an election. In the event such a Section 338(g) Election is made, Buyer shall be responsible for preparing any applicable purchase price allocation for Tax purposes in accordance with Section 6.10(h), and Buyer, each applicable Subsidiary of the Company and the Seller shall each file all Tax Returns, and execute such other documents as may be required by any Governmental Entity, in a manner consistent with such purchase price allocation. Buyer, the Company and its Subsidiaries, and the Seller each agree not to take any position inconsistent with any such Section 338(g) Election or related purchase price allocation.
Section 338(g) Election. The Seller acknowledges that the Buyer may make an election under Section 338(g) of the Code and corresponding or similar elections under state, local or foreign tax law with respect to EMS Brazil. The Buyer shall provide the Seller with notice of any such election as required by the Treasury Regulations under Section 338 of the Code.
Section 338(g) Election. Notwithstanding any other provision of this Agreement, Sellers acknowledge and agree that Purchaser Parent may, at its discretion, make one or more Code Section 338(g) elections with respect to the Seller Subsidiaries.
Section 338(g) Election. In its sole discretion, the Buyer may make an election under Section 338(g) of the Code with respect to the purchase of the stock of the Subsidiaries of BGS that are not “United States persons” as defined in Section 7701(a)(30) of the Code; provided, however, that if the Buyer makes a Section 338(g) election with respect to one such Subsidiary, it will make such an election with respect to all such Subsidiaries.
Section 338(g) Election. The Purchaser shall be permitted to make an election under Section 338(g) of the Code with respect to the transfer of any eligible Transferred Entity that is not a U.S. Transferred Entity (a “Foreign Transferred Entity”); provided that any additional Taxes imposed on the Seller or any of its affiliates as a result of such an election shall be subject to indemnification pursuant to Section 9.01(b). If the Purchaser intends to make an election under Section 338(g) of the Code, the Purchaser shall first give reasonable notice to the Seller. The Seller shall then notify the Purchaser, within a reasonable period of time, of any increase in Tax liability that may result from such an election. Upon receiving notice from the Seller, the Purchaser may choose whether to make, or refrain from making, such election.
Section 338(g) Election. Notwithstanding anything in this Agreement to the contrary, nothing herein shall prohibit Amazon and its Affiliates, as applicable, from making or causing to be made an election under Section 338(g) of the Code with respect to the acquisition of Danube and any deemed acquisition of any non-U.S. Danube Subsidiary classified as a corporation for U.S. federal income tax purposes.
Section 338(g) Election. Seller and the Company acknowledge that Purchaser may make an election pursuant to Section 338(g) of the Code (and any comparable applicable provision of state or local Tax Law) (a “Section 338(g) Election”) with respect to the Company in connection with the purchase of the Company pursuant to this Agreement. In the event that a Section 338(g) Election is made, Purchaser shall be responsible for preparing any applicable purchase price allocation for Tax purposes and shall deliver to Seller a statement showing any such purchase price allocation within 30 days of completion of the allocation, and shall deliver to Seller a copy of all executed documents required by any Taxing Authority to effectuate the Section 338(g) Election. Purchaser, the Company and Seller shall each file all Tax Returns, and execute such other documents as may be required by any Taxing Authority, in a manner consistent with the purchase price allocation relating to this Section 7.03(f). Purchaser, the Company, and Seller agree not to take any position inconsistent with any Section 338(g) Election or related purchase price allocation.
Section 338(g) Election. The Sellers, the Company and each applicable Subsidiary acknowledge that Buyer may make an election pursuant to Section 338(g) of the United States Internal Revenue Code of 1986, as amended (a “Section 338(g) Election”), with respect to the Company in connection with the purchase and sale of the Shares pursuant to this Agreement and the Other Purchase Agreement. In the event a Section 338(g) Election is made, Buyer shall be responsible for preparing any applicable purchase price allocation for Tax purposes, and Buyer, the Company and the Sellers shall each file all Tax Returns, and execute such other documents as may be required by any Governmental Authority, in a manner consistent with the purchase price allocation. Buyer, the Company and the Sellers agree not to take any position inconsistent with any Section 338(g) Election or related to purchase price allocation.
Section 338(g) Election. None of the Buyer or any Affiliate of the Buyer shall (or shall cause or permit the Company to) make any election under Section 338(g) of the Code (and any corresponding election under state or local tax law) with respect to the purchase and sale of the Shares hereunder.
