Section 338 Election definition
Examples of Section 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.
Sellers shall prepare, or cause to be prepared, and file or cause to be filed, all income tax reports and returns for any Pre-Closing Period, including the effects to the Companies of the Section 338 Election.
I feel that these are critical to the safety of all practitioners and urge people to take a few minutes to consider the risks in your own working environment.
For the avoidance of doubt, neither Seller nor its Affiliates shall be entitled indemnification pursuant to Section 6.2 or Article IX for any additional Taxes of Seller and its Affiliates resulting from a Section 338 Election whether made pursuant to Section 6.10 or Section 6.11.
It held that under the AFSCME standard, “where there is reasonable cause to believe the complaint is well founded, public employee privacy must give way to the public’s right to know.” Id. at 1045-46.