Section 338 Elections definition

Section 338 Elections has the meaning set forth in Section 6(e)(xi) hereof.

Section 338 Elections shall have the meaning set forth in Section 4.15(c).

Section 338 Elections means both a Section 338(g) Election and a Section 338(h)(10)

Examples of Section 338 Elections in a sentence

• Except for the tax imposed by Section 1374 of the Code, the Stockholders will pay any Taxes attributable to the Section 338 Elections and will indemnify Buyer in accordance with Section 10.01 against any adverse consequences arising out of any failure to pay such Taxes.

• The representations and warranties made by Seller in this Section 3.10 (except for Section 3.10(f), Section 3.10(h), Section 3.10(m) and Section 3.10(o)) relate solely to Pre-Closing Tax Periods and shall not be relied upon for any tax positions taken by Buyer or the Acquired Companies for Tax periods following the Closing, and shall not guarantee the availability of any Tax asset or attribute (including any Tax attribute relating to the impact of the Section 338 Elections) for such periods.

• The Stockholders and Buyer shall comply fully with all filing and other requirements necessary to effectuate the Section 338 Elections on a timely basis and agree to cooperate in good faith with each other in the preparation and timely filing of any tax returns required to be filed in connection with the making of the Section 338 Elections, including the exchange of information and the joint preparation and filing of IRS Form 8023-A and related schedules.

• Purchaser and the Seller shall comply fully with all filing and other requirements necessary to effectuate the Section 338 Elections on a timely basis and agree to cooperate in good faith with each other in the preparation and timely filing of any Tax Returns required to be filed in connection with the making of the Section 338 Elections, including the exchange of information and the joint preparation and filing of IRS Forms 8023 and IRS Forms 8883 (and all supplements thereto).

• The Purchaser shall have no obligation to make a payment to the Seller of Seller's Final Tax Cost attributable to any of Seller's 338 Companies, although the Purchaser shall remain obligated to pay the Final Seller's Tax Cost in respect of the U.S. Companies, if any, as to which the Purchaser is making the Section 338 Elections.

More Definitions of Section 338 Elections

Section 338 Elections shall have the meaning set forth in Section 9.9(a). “Securities Act” means the Securities Act of 1933, as amended.

Section 338 Elections is defined in Section 11.7.

Section 338 Elections is defined in Section 2.05(a).

Section 338 Elections has the meaning set forth in Section 10.3(a).

Section 338 Elections has the meaning set forth in Section 7.10(i)(i).

Section 338 Elections has the meaning set forth in Section 7.14(g) below.

Section 338 Elections shall have the meaning specified in Section 7.7(a).