Common use of Section 338(h)(10) Election Clause in Contracts

Section 338(h)(10) Election. (a) Seller shall join with Buyer and the Company in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local, and foreign income Tax Law) with respect to the purchase and sale of the Shares hereunder (collectively, the “Election”). Seller shall pay any Tax attributable to the making of the Election, and Seller shall indemnify Buyer and the Company against any adverse consequences arising out of any failure to pay any such Taxes.

Section 338(h)(10) Election. (a) Seller shall Following the Closing Date, the Company and Buyer will join with Buyer and the Company Seller in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local, and local or foreign income Applicable Tax Law) with respect to the purchase and sale of the Shares hereunder under this Agreement (collectively, the “Section 338(h)(10) Election”). Seller shall pay any Any income, gain, loss, deduction, or other Tax attributable to item resulting from the making deemed sale of the Election, and Seller Company’s assets under the Section 338(h)(10) Election shall indemnify Buyer and be included in the Company against any adverse consequences arising out of any failure to pay any such Taxes.Seller

Section 338(h)(10) Election. (a) If consented to by joint written agreement of Seller and Buyer on or after the date hereof, Seller and Buyer shall timely join with Buyer and the Company in making a timely an election under pursuant to Section 338(h)(10) of the Code (and any corresponding election under state, local, and foreign income state or local Tax Law) with respect to the purchase and sale of the Shares hereunder Acquired Group Companies (collectively, the “338(h)(10) Election”). Seller shall pay any Tax attributable to the making of the Election, and Seller the Parties shall indemnify Buyer and the Company against any adverse consequences arising out of any failure execute a Form 8023 (or successor form), with all attachments, with respect to pay any such Taxessale.

Section 338(h)(10) Election. (a) Seller shall Following the Closing Date, the Company and Buyer will join with Buyer and the Company Seller in making a timely election under Section 338(h)(10) of the Code (and any corresponding election under state, local, and local or foreign income Applicable Tax Law) with respect to the purchase and sale of the Shares hereunder under this Agreement (collectively, the “Election”). Seller shall pay any Any income, gain, Tax attributable Return for the consolidated year that includes the Closing Date to the making of the Electionextent required by Applicable Tax Law, and Seller shall indemnify Buyer and pay or cause to be paid all Taxes imposed on the Company against any adverse consequences arising out of any failure to pay any such Taxes.Company