338 Election definition
Examples of 338 Election in a sentence
Notwithstanding any provision of this Agreement to the contrary, Buyer or any of its nominated subsidiaries also shall have exclusive authority to make a Section 338 Election in respect to the acquisition of the SPV Shares hereunder and to prepare and file or cause to be prepared and filed all Tax Returns in connection therewith.
Section 338 Forms" shall mean all returns, documents, statements, and other forms that are required to be submitted to any federal, state, local or foreign Taxing authority in connection with a Section 338(h)(10) Election, including, without limitation, any "statement of Section 338 Election" and IRS Form 8023 (together with any schedules or attachments thereto) that are required pursuant to Treasury regulations.
Purchaser and Seller shall cooperate with each other and take all actions necessary and appropriate, including causing Seller to sign and timely filing the Election Form, to effect and preserve the Section 338 Election and shall take no action inconsistent therewith except to the extent such treatment is challenged on audit by an applicable Tax authority.
Each of the Section 338 Companies is not, has not been and will not be (including in connection with the deemed sale of each of such Section 338 Company assets pursuant to the Section 338 Election) liable for any Tax under Sections 1374 or 1375 of the Code, or any analogous provision of state or local Law.
Seller and Purchaser agree that they shall take all steps necessary to make a timely, valid and irrevocable election under Section 338(h)(10) of the Code and analogous state and local tax provisions, arising out of the purchase and sale of the Shares (all such elections being referred to collectively as the “Section 338 Election”), and to file the Section 338 Election in accordance with applicable Law.
The 338 Election Allocations shall be reasonable and shall be determined in accordance with Section 338 of the Code and the applicable Treasury Regulations thereunder.
The parties to this Agreement desire to make certain covenants with respect to tax matters and to allocate the liability for certain United States and foreign federal, state, local, and other taxes that may be owed to or asserted by United States or foreign federal, state, local, or other governmental taxing authorities, and to provide for the allocation of any Tax benefits which may arise as a result of any Section 338 Election.
General Mills may, at its option, cause a timely and irrevocable election (a "▇▇▇ Election") under Section 338(g) of the Code (and any corresponding provisions of state or local Tax law) to be made with respect to any or all of the Purchased Entities or any of their respective Subsidiaries which, in each case, is not, as of the date hereof, owned directly or indirectly, by a U.S. corporation (the "338 Election Subsidiaries").
If requested by Buyer, Seller shall join Buyer in an election to have the provisions of Section 338(h)(10) of the Code and any analogous provision of state or local law (any such election, a "338 Election") apply to the acquisition of the Shares of TPC.
With respect to each 338 Election, General Mills shall prepare and submit to Diageo for Diageo's consent and agr▇▇▇▇▇t (i) the aggregate deemed sale price (as defined in Treasury Regulation Section 1.338-4T) (the "ADSP") and (ii) the allocation of the ADSP among the assets of each of the 338 Election Subsidiaries (collectively, the "338 Election Allocations").