US Tax Election. Each of the Issuer and the Bank SPC will properly and timely file a Form 8832 with the U.S. Internal Revenue Service in order to be treated as a partnership for U.S. federal income tax purposes, effective as of the date of its formation. The Issuer will make available to any U.S. holder a copy of the Form 8832 filed with respect to the Issuer upon written request by such U.S. holder to the Agent through the DTC, Euroclear or Clearstream participant holding interests in the preferred securities for such U.S. holder.
US Tax Election. (a) Atmel and Vault-IC shall cooperate in the timely preparation and filing of the necessary forms with the US Internal Revenue Service in connection with the election referred to in the fourth Recital to this Agreement.
(b) Notwithstanding any other provisions of this Agreement, this Section 7.11 contains Vault-IC’s sole representations and warranties regarding US Taxes.
US Tax Election. For U.S. income tax purposes, the Purchaser intends to elect pursuant to IRC section 338(g) to treat the Transaction as an asset purchase. The Parties will cooperate with each other, and the Sellers will execute all documents and take such action as reasonably requested by the Purchaser to effect such election.
US Tax Election. Buyer shall not make an election under Section 338(g) of the Code with respect to the purchase and sale of the Company Shares pursuant to this Agreement without the advance written consent of Seller, which consent may be withheld in Seller’s sole and absolute discretion.
US Tax Election. (a) Subject to Clause 6.7(b), the Buyer shall make an election under Section 338(g) of the U.S. Internal Revenue Code with respect to each eligible Transferring Company and provide copies of the requisite completed and signed IRS Form(s) 8023 to the Sellers on the date of Completion.
(b) At least thirty (30) days prior to Completion the Buyer shall:
(i) provide a draft of the requisite IRS Form(s) 8023 to the Sellers’ Representative and give them reasonable opportunity to review and provide comments on the same; and
(ii) incorporate all reasonable comments which the Sellers’ Representative makes in respect of the draft.
(c) The Parties shall allocate the Consideration (including any adjustments referred to at Clause 4 (Adjustments to Consideration)) pursuant to this Agreement in accordance with Section 1060 of the Code (including among any assets of a Transferring Company that is disregarded entity as separate from the Sellers for U.S. federal income tax purposes), and with respect to any Transferring Company for which a Section 338 Election is made, shall be further allocated to the assets of such Transferring Company in accordance with Treasury Regulations Section 1.338-6 (and any similar provision of state or local Laws, as appropriate).
(d) After the delivery of the Completion Statements the Sellers shall promptly (but in any event no later than thirty (30) days thereafter) deliver to the Buyer an allocation statement (the “Allocation Statement”) prepared pursuant to the requirements in Clause 6.7(c).
(e) The Buyer, the Sellers and the Transferred Companies shall file all Tax Returns and relevant Tax forms and information reports in a manner consistent with the allocation pursuant to the Allocation Statement.
US Tax Election. The parties to this agreement shall use all reasonable endeavours to ensure that Holdco and Treeco elect to “check the box” for the purpose of any US tax election so that Holdco and Treeco are treated as partnerships for the purposes of US taxation.
US Tax Election. At Formus' written request to Elmedia, which Formus may make in its sole discretion, Formus and Elmedia will cause the Company to elect to obtain fiscal transparency for US tax purposes.
US Tax Election. At the request of the Purchaser, the Company shall, and shall cause its Subsidiaries to, cooperate with the Purchaser in (i) the prompt preparation and filing of ‘check the box’ elections effective at least two (2) days prior to Closing to specify the US tax classification of the Company and/or any such Subsidiary, (ii) the prompt conversion of the Company and/or any of its Subsidiaries that is not currently eligible to make a check the box election into a company form which is eligible to make such an election, and (iii) taking any other action that is reasonably requested to enhance, rationalize, and/or simplify the US tax treatment of the Company and its Subsidiaries; it being understood that (x) no check the box election shall have any bearing on the tax treatment or legal status of the subject entity for non-US purposes, (y) no conversion or action shall be undertaken as described above if it is determined that doing so would have an adverse impact on either the Company or any of its Subsidiaries, and (z) the reasonable costs and expenses incurred in this connection shall be promptly paid or reimbursed by the Purchaser.
US Tax Election. For US federal, state and local income tax purposes, all items of income, gain, loss, deduction and credit of the Company will be allocated among the Parties in a manner consistent with the economic arrangement of the Parties as described herein as shall be determined by Myomo. Myomo shall have final decision-making authority with respect to all US federal, state and local tax matters involving the Company and its Subsidiaries, including (i) the election pursuant to United States Treasury Regulation 301.7701-3 to treat the Company and any Subsidiary thereof as a pass-through entity for US federal income tax purposes and (ii) all other elections and decisions relevant to the US federal, state and local tax returns of the Company and its Subsidiaries.
US Tax Election. 14 AGREEMENT This Agreement is made this ___ day of March, 2002 between
