CTB Election Clause Samples

The CTB Election clause establishes the right or process for a party to elect to use a "CTB" (which may refer to a specific contract term, such as "Cash to be Billed" or another defined concept within the agreement). This clause typically outlines the conditions under which the election can be made, the method for notifying the other party, and any resulting changes to payment or performance obligations. For example, it may allow a party to switch from one billing or settlement method to another by providing written notice within a specified timeframe. The core practical function of this clause is to provide flexibility and clarity in how certain contractual options are exercised, ensuring both parties understand the process and implications of making a CTB election.
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CTB Election. 5.3.1 The parties acknowledge that the Sellers have, prior to the date of this Agreement, at the request of the Purchaser procured the conversion of Delaville S.p.A. from S.p.A. (società per azioni) to S.r.l. (società a responsabilità limitata). 5.3.2 The Sellers shall use their reasonable endeavours to procure that prior to Completion: (i) Hotelera el C▇▇▇▇▇, S.A. is converted from S.A. (sociedad anónima) to S.L. (sociedad de responsabilidad limitada); and (ii) Inter-Continental Budapest Szálloda Zártkörüen Müködö Részvénytársaság “átalakulás alatt” is converted from Rt. (részvénytársaság) to Kft (korlátolt felelösségü társaság) and that such conversion shall be registered by the competent court of registration. 5.3.3 The Sellers shall (i) cause an IRS Form 8832 for each of the Group Companies to be duly executed by the Relevant Parties (as defined in Clause 5.3.4) who are members of the Sellers’ Group or the Group and (ii) use their reasonable endeavours to procure the signatures of the other Relevant Parties for each Group Company on the IRS Form 8832 for each of the Group Companies. The IRS Forms 8832 shall elect to treat the Group Company to which it relates as either a partnership or disregarded entity (as designated by the Purchaser), such election to be effective from the Completion Date, or such earlier date specified by the Purchaser, (the “Effective Date”) but in no event prior to the date the condition set forth in Clause 4.1 is satisfied and shall provide each such completed IRS Form 8832 to the Purchaser at Completion (for the avoidance of doubt, the Sellers shall not be required to file any such elections, and shall not be responsible for ensuring that any such elections are valid once filed); provided, however, that no such Form 8832 shall be required for any of the companies referred to in Clause 5.3.2, if the relevant conversion referred to in Clause 5.3.2 has not been effected for such company by the Completion Date. 5.3.4 For the purposes of Clause 5.3.3, “Relevant Parties” with respect to each Group Company means (i) the owners of the shares of such Group Company on any of the following dates (the “Specified Dates”): the date immediately preceding the Effective Date, the Completion Date, and any date between the date immediately preceding the Effective Date and the Completion Date, and (ii) any person within the Sellers’ Group or that is a Group Company that is a creditor of the relevant Group Company on any of the Specified Dates. 5.3...
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CTB Election. The General Partner shall have made the CTB Election in accordance with the procedures set forth in IRS Form 8832 and its instructions.
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CTB Election. News DTH (Mexico) has a valid election of Form 8832 pursuant to Treasury Regulations Section ▇▇▇-▇▇▇▇-▇, which classifies it as disregarded as an entity separate from its owner.
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CTB Election. On or prior to the date of the Closing Date, Covalto shall file an election with the IRS on IRS Form 8832 pursuant to Treasury Regulations Section 301.7701-3(c), which shall be effective as of the Closing Date, to be classified as an association taxable as a corporation for U.S. federal income tax purposes.
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CTB Election. The Seller shall cooperate fully, as and to the extent reasonably requested by the Buyer, in connection with the CTB Election (including by the provision of reasonably relevant records or information or by the execution by the Seller of additional CTB Elections).
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Related to CTB Election

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).

  • Section 83(b) Election The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

  • Initial Election The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.