Section 338(h)(10) Elections. (i) Seller and Buyer agree that an election under Section 338 of the Code (or similar provision of the Law of any state or other Taxing jurisdiction) shall not be made with respect to any of the Companies or their Subsidiaries in connection with the transactions contemplated by this Agreement, provided, however, that, Buyer and Seller shall jointly make a timely and effective election provided for by Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the United States Treasury regulations promulgated under the Code (“Treasury Regulations”) and any comparable election under state, local or foreign Tax Law with respect to the acquisition by Buyer (which, for U.S. federal income tax purposes, qualifies as a “qualified stock purchase” by Buyer) of the stock of each of the direct and indirect domestic wholly-owned corporations being acquired pursuant to this Agreement (each, an “Election” and, collectively, the “Elections”). Buyer and Seller shall, and shall cause their respective Affiliates (including, in the case of the Buyer, the Companies and their Subsidiaries) to, cooperate with each other to take all actions necessary and appropriate, including filing such additional forms, returns, elections, schedules and other documents as may be required, to effect and preserve timely Elections in accordance with the provisions of Section 338(h)(10) of the Code and Section 1.338(h)(10)-1 of the Treasury Regulations (and any comparable provisions of state, local or foreign Tax Law) or any successor provisions. Unless required by a final, non-appealable, decision of a court of competent jurisdiction, Buyer and Seller shall, and shall cause their respective Affiliates (including, in the case of the Buyer, the Companies and their Subsidiaries) to, report the acquisition by Buyer of the stock of such domestic corporations consistently with the Elections made and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Tax authority or otherwise. Notwithstanding anything to the contrary in this Agreement, in the event that the Internal Revenue Service or other Taxing authority challenges Seller’s treatment of any acquisition of a wholly-owned domestic corporate Subsidiary of CMG as a “qualified stock purchase” (within the meaning of Section 338(d)(3) of the Code), Buyer shall (i) reimburse Seller for its out of pocket costs in contesting such challenge, or (ii) assume and control the defense of such challenge at its own costs and...
Section 338(h)(10) Elections. (a) Seller shall, or shall cause their Affiliates to, join with Purchaser in making an election under Section 338(h)(10) of the Code and the Treasury Regulations and any corresponding or similar elections under state, local or foreign Tax Law (collectively, the “Section 338(h)(10) Elections”) with respect to the Company and its Subsidiaries. For the purpose of making the Section 338(h)(10) Elections for federal income tax purposes, on or prior to the Closing Date, Seller shall deliver to Purchaser executed original IRS Forms 8023 (or successor forms). Purchaser will file the Form 8023 with the IRS at least thirty (30) days prior to the due date of such forms, and Purchaser will provide Seller with copies of such filing. Seller and Purchaser shall mutually agree on the allocation of the “Aggregate Deemed Sale Price” which shall be prepared in accordance with Section 338(h)(10) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder.
(b) Purchaser shall be responsible for the preparation and filing of all forms and documents required to effectuate the Section 338(h)(10)
Section 338(h)(10) Elections. (a) The Sellers and the Buyer shall make a timely, effective, and irrevocable election under Section 338(h)(10) of the Code and under any comparable statutes in any other jurisdiction with respect to Abacus (collectively, the “Section 338(h)(10) Elections”) and shall file such Section 338(h)(10) Elections in accordance with applicable regulations. The Sellers and the Buyer shall cooperate in all respects for the purpose of effectuating the Section 338(h)(10) Elections, including the execution and filing of any required Tax Returns and the grant of consent to the Section 338(h)(10) Elections by the Sellers. Without limiting the foregoing, the Buyer and the Sellers shall each execute a Form 8023 with respect to Abacus at the Closing, which forms shall be timely filed by the Buyer. Sellers shall be responsible for all Taxes imposed on Abacus, or any Seller as a result of making the Section 338(h)(10) Elections.
(b) Within 120 days after the Closing Date, the Sellers shall deliver to the Buyer an allocation of the Aggregate Deemed Sales Price (as such term is defined in Treasury Regulation § 1.338-4) among the assets of Abacus in accordance with Treasury Regulations §§ 1.338-6 and 1.338-7 (the “Allocation Statement”). The allocation of the Aggregate Deemed Sales Price shall be in accordance with the fair market value of the acquired assets as provided in Section 1060 of the Code. The Buyer shall have the right to review the Allocation Statement. Within forty-five (45) days after the Buyer’s receipt of the Allocation Statement, the Buyer shall indicate its concurrence therewith, or propose to the Sellers any changes to the Allocation Statement. The Buyer’s failure to notify the Sellers of any objection to the Allocation Statement within forty-five (45) days after receipt thereof shall constitute the Buyer’s concurrence therewith. Should the Buyer propose any change to the Allocation Statement, the Buyer and the Sellers shall resolve any disagreement regarding the Allocation Statement in accordance with the provisions of Section 2.4(b). The allocation so determined shall be binding on the parties, and all Tax Returns filed by the Buyer, the Sellers, and each of their Affiliates, if any, shall be prepared consistently with such allocation, and none of them shall take a position on any Tax Return or other form or statement contrary to such allocation (unless required to do so by Law). Appropriate adjustments shall be made with respect to the allocation for all pay...
Section 338(h)(10) Elections. Seller shall have delivered to Buyer an executed Form 8023 (and any corresponding or similar forms under state or local law) in accordance with Section 2.2(e).
Section 338(h)(10) Elections. ¤ Seller and Buyer (or its applicable Affiliates) shall make elections under Code Section 338(h)(10) (and any corresponding elections under state, local, and foreign tax law) with respect to the purchase and sale of the Section 338(h)(10) Subsidiaries hereunder (collectively, the “Section 338(h)(10) Elections”), and shall file an IRS Form 8883 reflecting such elections with respect to each Section 338(h)(10) Subsidiary in a manner consistent with the 338(h)(10) Allocation Statement. Seller shall include any income, gain, loss, deduction, or other tax item resulting from the Section 338(h)(10) Elections on its Tax Returns to the extent required by Applicable Law.
Section 338(h)(10) Elections. (a) The Parties intend the Transactions to be treated, and agree to treat the Transactions, for U.S. federal income Tax purposes (and for all applicable state and local income Tax purposes), (i) as a fully taxable sale of the Shares by the Sellers to Purchaser, and (ii) as a “qualified stock purchase” within the meaning of Section 338(d)(3) of the Code. The Parties agree to prepare and file all Tax Returns to be filed with any Tax authority in a manner consistent with the foregoing and further agree to not take any position inconsistent therewith. Sellers and Purchaser shall make a joint election under Section 338(h)(10) of the Code and under any comparable provision of applicable state and local Law with respect to Purchaser’s purchase of the Shares pursuant to this Agreement (collectively, the “Section 338(h)(10) Elections”).
Section 338(h)(10) Elections. (a) Leucadia and the Buyer shall join in making (or shall cause to be made) elections under Section 338(h)(10) of the Code and the Treasury Regulations thereunder and any corresponding or similar elections under state, local or foreign tax law with respect to the Company and its Subsidiaries (other than CoreComm LLC, CoreComm Services, LLC and the other Non-Electing Subsidiaries) (collectively, the “Section 338(h)(10) Elections”). As the common parent of an Affiliated Group of corporations of which the Company and all the Company’s Subsidiaries (other than CoreComm LLC, CoreComm Services, LLC and the Non-Electing Subsidiaries) are members and which is eligible to file and does file a consolidated federal income tax return, Leucadia is not restricted in its ability to make Section 338(h)(10) Elections as contemplated by this Section 10.6. Each of CoreComm LLC and CoreComm Services, LLC are disregarded as an entity separate from the Company under Treas. Reg. Section 301.7701-3(b). The fair market value of the gross assets of the Non-Electing Subsidiaries is less than $60,000, and the Non-Electing Subsidiaries have no liabilities, or will have no liabilities at the Closing. For the purpose of making each of the Section 338(h)(10) Elections for U.S. federal income tax purposes, on or prior to the Closing Date, Leucadia shall deliver to Buyer an executed original IRS Form 8023 (or successor form). Buyer shall file the Form 8023 with the appropriate Tax authority at least 30 days prior to the due date of such form and will provide Leucadia a copy of such filing.
(b) Buyer shall be responsible for the preparation and filing of all forms and documents required to effectuate the Section 338(h)(10) Elections. In addition to the Form 8023, Leucadia shall execute (or cause to be executed) and deliver to Buyer such additional documents or forms as are reasonably requested to complete properly the Section 338(h)(10) Elections at least 30 days prior to the date such documents and forms are required to be filed.
(c) Within 120 days after the Closing Date, Buyer shall provide to Leucadia a schedule (the “Allocation Schedule”) allocating the Purchase Price (as adjusted pursuant to Section 3.1) and any other items that are treated as additional purchase price for tax purposes among the different items of assets of the Company and its Subsidiaries (other than the assets of the Non-Electing Subsidiaries). Thereafter, Buyer shall provide to Leucadia from time to time revised co...
Section 338(h)(10) Elections. (a) At Buyer’s request, Seller shall join with Buyer (or its applicable Affiliates) in making an election under Code Section 338(h)(10) (and any corresponding elections under state and local tax law) with respect to the purchase and sale of all or some of the Section 338(h)(10)
Section 338(h)(10) Elections. (a) Each of Allholdco and Buyer intend for the purchase and sale of the interests in Charleston TV to qualify as a “qualified stock purchase” within the meaning of Treasury Regulations Section 1.338(h)(10)-1(c). Allholdco and Buyer shall make a joint election under Section 338(h)(10) of the Code and under any comparable provision of applicable state, local, and foreign Law with respect to Buyer’s purchase of the interests in Charleston TV (collectively, the “Section 338(h)(10) Elections”). Buyer and Allholdco shall take all necessary steps and cooperate in good faith, including the exchange of information, to effect and preserve valid and timely a Section 338(h)(10)
Section 338(h)(10) Elections. STC and Itron shall take all actions necessary and appropriate (including timely filing such forms, Tax Returns, elections, schedules and other documents as may be required), at each party’s cost and expense, to effect and preserve a timely election under Section 338(h)(10) of the Code and Section 338(g) of the Code in accordance with the requirements of Section 338 of the Code and any elections under corresponding or similar provisions of Law as specified by Itron at or prior to the Closing or pursuant to the notice provisions of Section 8.2 with respect to the purchase and sale of the U.S. Stock and the deemed purchase and sale of capital stock of New SLB Mexico, respectively (the “Section 338(h)(10) Elections”). STC and Itron shall each report, for Tax purposes, the transactions contemplated herein consistent with the Section 338(h)(10) Elections and shall take no Tax position in any Tax Return, any discussion with or proceeding before any Governmental Body, or otherwise, or take any action contrary thereto or inconsistent therewith unless and to the extent required to do so under applicable Law or pursuant to a determination (as defined in Section 1313(a) of the Code or any similar provision of Law).
