Section 338 Election Forms definition

Section 338 Election Forms shall have the meaning set forth in Section 8.10(b).
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Section 338 Election Forms shall have the meaning set forth in Section 5.2(e).
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Section 338 Election Forms has the meaning set forth in Section 10.7 below.
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Examples of Section 338 Election Forms in a sentence

  • A failure to qualify for treatment under Section 338(h)(10) of the Code or an analogous provision of state or local law is “caused by Parent or its Affiliates” only if such failure is caused in whole or in part by any one or more of (i) a failure of the Parent to timely provide valid and properly executed Section 338 Election Forms, or (ii) any breach of Section 4.2, Section 4.5 or Section 4.9(n).

  • The Sellers shall prepare a properly completed IRS Form 8023 and any similar forms required by applicable state and local Tax Law (collectively, the “Section 338 Election Forms”) and shall deliver a draft of the Section 338 Election Forms to the Purchaser at least five (5) Business Days prior to the Closing Date.

  • Buyer Entity 1 shall execute and file the Section 338 Election Forms with the IRS and any other applicable Taxing Authority and shall provide Truist with a copy of such filings.

  • Purchaser, the Companies, the Subsidiaries and Sellers shall file all Tax Returns (including but not limited to the Section 338 Election Forms and the Section 338 Allocation Forms) consistent with the Final Section 338(h)(10) Allocation and will not take any position contrary thereto except pursuant to a “determination” within the meaning of Section 1313 of the Code.

  • A failure to qualify for treatment under Section 338(h)(10) of the Code (or Section 338(g) of the Code) or any analogous provision of state or local law is "caused by Seller" if such failure is caused by any one or more of (i) a failure of Seller to timely provide valid and properly executed Section 338 Election Forms, or (ii) any breach of representation, warranty or covenant contained in this Agreement by Seller.

  • Truist shall prepare or cause to be prepared a properly completed IRS Form 8023 and any similar forms required by applicable state or local Tax Law (collectively the “Section 338 Election Forms”) and shall deliver a draft of the Section 338 Election Forms to Buyer Entity 1 at least five Business Days prior to the Closing Date.

  • At the Closing, Seller shall deliver to Purchaser a duly executed Internal Revenue Service Form 8023 and any corresponding forms under applicable state or local Law (collectively, the "Section 338 Election Forms") with respect to any election to be made under Code Section 338.

  • The Purchaser shall be entitled to review and comment on such draft Section 338 Election Forms and the Sellers shall revise such draft Section 338 Election Forms in accordance with the Purchaser’s reasonable comments.

  • Buyer Entity 1 shall be entitled to review and comment on such draft Section 338 Election Forms and Truist shall revise such draft Section 338 Election Forms in accordance with the Buyer Entities’ reasonable comments.

  • Acquirer will prepare the Section 338 Elections Forms, and the Seller will cooperate with Acquirer in the preparation and filing of the Section 338 Election Forms, including signing and delivering duly completed, executed copies of such Section 338 Election Forms promptly following Acquirer’s timely request under this Section 6.13(h)(i) or, if Acquirer makes its request prior to the Closing, on the Closing Date.


More Definitions of Section 338 Election Forms

Section 338 Election Forms is defined in Section 10.3.2.
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Section 338 Election Forms has the meaning ascribed to it in Clause Error! Reference source not found.;
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Section 338 Election Forms has the meaning set forth in Section 14.2(a)(ii).
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Section 338 Election Forms has the meaning given to that term in paragraph 11.6.2 of this Schedule;
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Related to Section 338 Election Forms

  • Section 338 Forms has the meaning set forth in Section 6.5(d).

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • Election Form means the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

  • 10) Election has the meaning set forth in Section 6.05(a).

  • Distribution Election Form means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the time and form of distribution.

  • Deferral Election Form means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate the amount of the Deferrals.

  • Distribution Election With respect to any Series, as specified in the related Supplement.

  • LCA Election has the meaning specified in Section 1.09(a).

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by us from time to time to confirm your tax status [or the tax status of a Connected Person].

  • Deferral Election means the Participant’s election under Section 3.1 to defer all or a portion of his or her Compensation.

  • Elections has the meaning set forth in Section 8.3(a).

  • Payment Election means an election pursuant to Section 5.1.

  • REMIC Election An election, for federal income tax purposes, to treat certain assets as a REMIC.

  • Investment Election means the Participant’s election to have deferred amounts credited with hypothetical earnings credits (or losses) that track the investment performance of the Investment Options and/or Common Stock in accordance with Article V.

  • Tax Package has the meaning assigned in Section 6.01(b);

  • Deferral Agreement means an irrevocable agreement entered into between a Nonemployee Director and the Company to authorize the Company to reduce the amount of the Nonemployee Director’s Annual Retainer and credit the amount of such reduction to the Plan consistent with the requirements of Section 409A of the Code. A Deferral Agreement shall contain such provisions, consistent with the provisions of the Plan, as may be established from time to time by the Company or the Board, including without limitation:

  • Enrollment Agreement means an agreement between the Company and an employee, in such form as may be established by the Company from time to time, pursuant to which the employee elects to participate in this Plan, or elects changes with respect to such participation as permitted under the Plan.

  • IRS means the United States Internal Revenue Service.

  • Allocation Statement has the meaning set forth in Section 2.5.