Section 338(g) Elections. Buyer shall not make any election under Section 338(g) of the Code (or any similar provision of state or local Law) with respect to any of the Holding Companies.
Section 338(g) Elections. Buyer agrees to make, or to cause its designated Affiliate purchasing the Purchased Interests of Cree Europe to make, an election under Section 338(g) of the Code with respect to the purchase by Buyer or such designated Affiliate of the Purchased Interests of Cree Europe. Buyer agrees to make, or to cause its designated Affiliate purchasing the Purchased Interests of Cree Canada to make, an election under Section 338(g) of the Code with respect to the purchase by Buyer or such designated Affiliate of the Purchased Interests of Cree Canada.
Section 338(g) Elections. Buyer shall have the right to make, or to cause its Affiliates to make, timely elections under Section 338(g) of the Code (a “Section 338(g) Election”) only with respect to the purchase and sale of the shares of each Foreign Company and any Subsidiary of such Foreign Company other than any Foreign Company or Subsidiary of such Foreign Company the shares of which are owned, directly or indirectly, by SG Corporation as of the date hereof.
Section 338(g) Elections. The definition of “Specified Foreign Companies” in Annex A of the Agreement is hereby amended by (i) deleting “DuPont Performance Coating NewCo Ecuador” and inserting “DuPerco Ecuador S.A.” in its place; (ii) deleting “PT DP Powder Coating Indonesia” and inserting “P.T. DuPont Powder Coatings Indonesia” in its place; (iii) deleting “PT DP Power Coating Malaysia” and inserting “DuPont Powder Coatings (Malaysia) SDN BHD” in its place; (iv) deleting “DuPont Tangier” and inserting “DuPont Tangier Free Zone SAS” in its place; and (v) inserting a comma and “DuPont Portugal S.A.” after “DuPont Powder Coatings (Malaysia) SDN BHD”.
Section 338(g) Elections. Buyer shall not make any election under section 338(g) of the Code (or any analogous provision of state, local, or non-United States income tax law) with respect to the purchase (or deemed purchase) of the equity interests of the Company or any of its Subsidiaries without the prior written consent of Sellers, which consent may be withheld in the sole discretion of Sellers. If Sellers do so consent, Buyer shall be liable for, and shall pay, any Tax solely attributable to, or resulting from, the making of such election which, but for such election, would not be payable by Sellers, and will indemnify Sellers from and against any Tax liability or other adverse consequences attributable to, or resulting directly or indirectly from, the making of such election. Any indemnification obligation of Buyer pursuant to this Section 5.7(e) shall be increased by the relevant After Tax Amount. For purposes of this Section 5.7(e), “After Tax Amount” means any additional amount necessary to reflect the Tax consequences of the receipt or accrual of such reimbursement payment (including the payment of an additional amount or amounts hereunder) determined by using the actual marginal United States, state, local or non-United States rates for the relevant taxable period.
Section 338(g) Elections. Except with the express written consent of the Parent, which can be withheld in Parent’s sole and absolute discretion, the Purchaser shall not make any election under Section 338(g) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) with respect to the Company during the period beginning on and including the Closing Date and ending on and including November 30, 2007.
Section 338(g) Elections. (1) Notwithstanding anything herein to the contrary and to the extent permitted by applicable Law, Buyer may, in its sole discretion, make or cause to be made an election under Section 338(g) of the Code (a “Section 338(g) Election”) with respect to any Transferred Company set forth on Schedule 7.08(e)(i)(1) to the Disclosure Letter (the “Section 338(g) Transferred Companies”), and Buyer shall notify Seller promptly following the making of a Section 338(g) Election with respect to any Section 338(g) Transferred Company and shall deliver to Seller a copy of IRS Form 8023.
Section 338(g) Elections. (1) Acquiror shall provide GE with a written notice, or more than one written notice, listing the foreign Subsidiaries for which Acquiror requests to make elections under Section 338(g) of the Code to treat the acquisition of such Subsidiary as a deemed sale of all of the assets of such Subsidiary. Each such election is referred to herein as a “Section 338(g) Election.”
Section 338(g) Elections. Upon the written request of Sellers made before Closing and only at Sellers’ request, Purchaser shall make or cause to be made an election pursuant to Section 338(g) of the Code and the Treasury Regulations thereunder in respect of Sold Subsidiaries that are treated for U.S. federal income tax purposes as foreign corporations. The values to be associated with the assets in such Sold Subsidiaries in respect of such election shall be based upon the allocation provided in Section 2.5(c).
Section 338(g) Elections. The Buyer shall not make any election under Section 338(g) of the Code (or any analogous provision of state, local, or non-United States income tax law) with respect to the purchase (or deemed purchase) of the equity interests of all or any of the Seller Group Companies without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller. If the Seller does so consent, the Buyer shall be liable for, and shall pay, any Tax attributable to or resulting from, the making of such election and will indemnify the Seller from and against any Tax liability or other adverse consequences attributable to, or resulting directly or indirectly from, the making of such election. Any indemnification obligation of the Buyer pursuant to this Section 6.7(c) shall be increased by the relevant After Tax Amount. For purposes of this Section 6.7(c), “After Tax Amount” means any additional amount necessary to reflect the Tax consequences of the receipt or accrual of such reimbursement payment (including the payment of an additional amount or amounts hereunder) determined by using the actual marginal United States, state, local or non-United States rates for the relevant taxable period.
