U.S. Tax Elections. Neither IPC Israel nor the partners will unreasonably prevent, and will use commercially reasonable efforts to assist with, the filing of US elections, forms or return filings that Xxxxxx, in his sole discretion may deem appropriate, so long as the partnership and the other partners are not anticipated to have negative consequences or expenses due to such actions by Xxxxxx. Such US elections, forms or return filings may include, but are not limited to US Form 8832 (choice of type of tax entity), US IRC Section 754 Election (tax basis adjustments), US IRC Section 367 Gain Recognition Agreements.
U.S. Tax Elections. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.
U.S. Tax Elections. At the request of the Investor, each Group Company and each Warrantor shall cooperate with the Investor in (i) the prompt preparation and filing of ‘check the box’ elections effective at least 2 days prior to the Closing to specify the US tax classification of each Group Company, (ii) the prompt conversion of each Group Company 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 Group Companies, 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 any of the Group Companies or any existing shareholders of the Company, and (z) the reasonable costs and expenses incurred in this connection shall be promptly paid or reimbursed by the Investor. Each Group Company and each Warrantor shall cooperate in the timely adoption of resolutions, if and when necessary, and the execution and filing of such forms and other documentation as the Investor may request in this respect.
U.S. Tax Elections. (a) Notwithstanding anything in this Agreement to the contrary, upon notice from the Purchaser as provided herein, the Seller or its applicable Affiliates shall join the Purchaser or its respective Affiliates in electing to treat the purchase and sale of the shares of Novartis Animal Health US, Inc. (the U.S. Transferred Subsidiary) as provided in section 338(h)(10) of the Code (and in electing to apply any similar provision of U.S. state or local Tax law).
U.S. Tax Elections. 29.1 The Buyer shall, only if requested by the Seller (in its sole discretion), make such valid and timely elections under Section 338(g) of the Code and under any applicable similar provisions of state or local law with respect to each of the Group Companies for which the Seller makes such request (each election a "Section 338(g) Election", and collectively, the "Section 338(g) Elections"). The parties shall cooperate to prepare and timely file, or procure to be prepared and timely filed, the IRS forms required to be filed in connection with any Section 338(g) Election requested pursuant to this clause 29.1, including any IRS Forms 8023 and IRS Form 8883 and any other required forms or schedules thereto and any similar forms necessary to effectuate the Section 338(g) Elections under applicable state and local laws (collectively, the "Section 338(g) Forms") as soon as reasonably practical following Completion but in any event no later than the fifteenth day of the ninth month following the Completion Date (or, if earlier, the latest date for timely filing the Section 338(g) Forms under applicable law). The Buyer shall provide the Seller with final copies of any such Section 338(g) Forms filed by the Buyer and other documentation confirming their filing including a duly completed notice required under Treasury Regulation Section 1.338- 2(e)(4)(i), not later than 15 days after such forms are filed. 29.2 If any Section 338(g) Election is requested pursuant to clause 29.1, then within 180 days of the Consideration being transferred in accordance with clause 6.4(b), the Seller shall provide or procure to be provided to the Buyer: (a) an allocation, for Tax purposes, of the Consideration paid to the Seller by the Buyer pursuant to this agreement among the assets of the Group in accordance with Sections 338 and 1060 of the Code (the "Target Allocation Schedule") which shall be deemed final; and (b) a complete set of IRS Forms 8883 (and any comparable forms required to be filed under state or local law with respect to Taxes) and any additional data or materials required to be attached to IRS Form 8883 pursuant to the U.S. Treasury Regulations promulgated under Section 338 of the Code which shall be deemed final. 29.3 Each of the Seller and the Buyer shall, and shall cause its respective Related Persons to, take all actions necessary and appropriate to effect and preserve the Section 338(g) Elections in accordance with the provisions of Section 338 of the Code and ...
U.S. Tax Elections. Party A and Party B agree to allow Party B to make any U.S. tax elections that are favorable to the U.S. tax treatment of this Contract without prejudice to the rights and tax liability of the Company and Party A under the PRC law and without violation of the PRC law. CHAPTER 17 INSURANCE
U.S. Tax Elections. The Company shall consider in good faith any request from MSPE to make a “check the box” election to specify or change the U.S. federal income tax classification of the Company or any other Group Company, taking into account the impact of any such election on the Company, any other Group Company, and the other Shareholders, including but not limited to, any Shareholders that are U.S. Investors. No such election or related conversion or action shall be undertaken as described above if it is determined that doing so would have an adverse impact on the Company, any other Group Company, or any of the Shareholders, including any Shareholders that are U.S. Investors. Any reasonable costs and expenses incurred for filing the “check the box” election per MSPE’s request shall be promptly paid or reimbursed by MSPE.
U.S. Tax Elections. 4.12.1 Upon CDXC’s written request, the Company and any Subsidiary of the Company will make an election under Treasury Regulation Section 301.7701-3 on IRS Form 8832 to determine the entity classification of the Company or any Subsidiary of the Company for U.S. federal and state income Tax purposes as of the date and in the manner determined by CDXC in its sole and absolute discretion, including for this purpose, the preparation and execution of any corporate resolutions, corporate consents or similar documents determined by CDXC to be reasonably necessary or appropriate for the making of any election. CDXC shall have the right to review and comment on any IRS Form 8832 (or any successor form) for the Company or any Subsidiary of the Company and any other document relating to making such election.
U.S. Tax Elections. Notwithstanding anything contained in this Agreement to the contrary, neither Buyer nor any Company shall (i) make any election under U.S. Treasury Regulation section 301.7701-3 with an effective date with respect to any Company on or prior to the Closing Date or (ii) with respect to any Company (other than Sunshine SPV), make any election under Section 338(g) of the Code (or any comparable provision of any other Tax Law in any jurisdiction) with respect to the transactions contemplated by this Agreement. If Buyer, in its sole discretion, makes an election under Section 338(g) of the Code with respect to the acquisition of the Sunshine Shares, Buyer shall indemnify Sunshine SPV Seller from and against any incremental Tax Liability, if any, suffered or incurred by Sunshine SPV Seller to the extent caused by such tax election.
U.S. Tax Elections. The Seller shall provide the Purchaser with information with respect to entity classification elections for US tax purposes in respect of the Target Companies made in the period between the Offer Date and Closing in each case as resulting from the taking of the Permitted Actions described in Schedule 18, Part A. Part C : Tax Covenant in respect of the Target Companies
