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 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. 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.
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.”
(2) With respect to each Subsidiary for which a written notice is given, GE shall provide to Acquiror within 30 days after receipt of such notice a good faith estimate and a detailed calculation of the present value of the additional Tax liability GE and its Affiliates would incur for all taxable periods as a result of a Section 338(g) Election. Such estimated Tax liability is referred to herein as the “Estimated Section 338(g) Tax.” The detailed calculation shall be sufficient to allow Acquiror to make a determination as to the accuracy of the calculation. Acquiror and GE will endeavor in good faith to resolve any differences with respect to such calculation.
(3) No Section 338(g) Election shall be made with respect to a foreign Subsidiary of the Company or GXXX unless Acquiror has previously paid to GE the Estimated Section 338(g) Tax with respect to such Subsidiary or such other amount as the parties agree to in good faith, provided, however, that the first $250,000 of the aggregate amount otherwise payable by Acquiror pursuant to this Section 12(b)(3) need not be paid to GE.
(4) No payments from GE to Acquiror or from Acquiror to GE to adjust for any difference between the Estimated Section 338(g) Tax or such other amount as the parties agree to in good faith and actual Taxes shall be required or made.
Section 338(g) Elections. The Sellers agree that the Purchaser may make an election under Section 338(g) of the Code with respect to the actual or deemed acquisition of the stock of any of the Subsidiaries of the Dutch Parent Company (any such election, a “Section 338(g) Election”). The Sellers and the Purchaser (a) shall not, and shall cause their respective Affiliates not to, undertake any action or engage in any transaction that would jeopardize the validity of any Section 338(g) Election, (b) agree to report the transfers under this Agreement consistent with any Section 338(g) Election and shall take no position contrary thereto unless required to do so by applicable Tax Law, and (c) shall cooperate in good faith with one another with respect to the preparation and distribution of shareholder notifications with respect to any Section 338(g) Election.
Section 338(g) Elections. Buyer shall not make (or permit to be made) any election under Section 338(g) of the Code (or any comparable applicable provision of state, local or foreign Tax Law) with respect to the Transferred PMD Companies; provided, however, that if requested by APD, Buyer shall make or cause to be made such timely and effective election or elections to the extent so requested with respect to the acquisition of any Transferred PMD Company other than US63 (a “Required 338 Entity”).
Section 338(g) Elections. (a) Purchaser shall not make any election under Section 338(g) of the Code with respect to the acquisition of any Transferred Subsidiary Interests pursuant to this Agreement without obtaining Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
(b) Notwithstanding Section 4.06(a), Purchaser shall make an election under Section 338(g) of the Code with respect to the acquisition of the equity interest in IBM Xxxxx Business Process Services (Philippines) Inc. pursuant to this Agreement.
Section 338(g) Elections. Seller agrees that Buyer may make an election under Section 338(g) of the Code with respect to the purchase of the Acquired Shares of ADC (MAL).
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”.
