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. 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. 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 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.
U.S. Tax Elections. The Company shall have the right to make on its own behalf, or the Primary Seller shall have the right to make on behalf of the Company, a timely filed election under U.S. Department of Treasury regulation Section 301.7701-3 to be treated as disregarded as separate from its owner for U.S. federal tax purposes by filing Form 8832 Entity Classification Election with the Internal Revenue Service.
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. With respect to any Transferred Company, Xxxxx-Xxxxxx and any of its Affiliates shall not make a U.S. entity classification election pursuant to the Code and Treasury Regulations Section 301.7701-3(c) (by filing or cause to be filed IRS Form 8832) having an effective date either on or before the Closing Date, or on the day immediately following the Closing Date, without the prior written consent of DUG, which consent may be withheld by DUG in its sole and absolute discretion; provided, however, that Xxxxx-Xxxxxx (and any of its Affiliates) shall be permitted to make an election under Section 338 of the Code or any similar provision of state, local or non-U.S. Tax Law with respect to any Transferred Company.
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. Each of the JV Holding Company and its Subsidiaries shall make such United States tax elections as shall be requested by Essex, including, without limitation, an election to be treated as a partnership or a disregarded entity for United States tax purposes. The Nexans Parties shall execute such forms and consents as shall be necessary to make such elections. Essex shall indemnify, defend and hold harmless the Joint Venture, Nexans or any other Nexans Entity against and in respect of all Losses (as defined in Section 7.2.1) sustained or incurred by it arising from such elections; provided, however, that such indemnity shall not apply if Nexans or its Affiliates transfer any part of its interest in the Joint Venture to an entity formed or organized under the Laws of the United States or any state therein.
U.S. Tax Elections. If requested by PAS, the Company shall agree to make elections under the Code, including entity classification elections under Treasury Regulation Section 301.7701-3 and elections under Section 338(g), provided that such elections do not result in any additional Taxes being imposed upon the Company or the other shareholders of the Company.
