IRS Form 8023 Clause Samples

The IRS Form 8023 clause requires parties to complete and file IRS Form 8023 when engaging in certain corporate transactions, such as a tax-free reorganization or a corporate merger. This clause typically outlines the responsibility of each party to provide necessary information, cooperate in the preparation of the form, and ensure timely submission to the IRS. By specifying these obligations, the clause ensures compliance with tax regulations and helps prevent delays or penalties related to the transaction's tax treatment.
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IRS Form 8023. Seller shall have delivered to Buyer the Section 338(h)(10) Election Forms.
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IRS Form 8023. A copy of the fully executed and completed Form 8023 (and any comparable state, local in foreign forms) in accordance with Section 8.01(b).
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IRS Form 8023. Purchaser shall have received IRS Form 8023 properly executed by each of the Shareholders and their spouses if the applicable shares of Company Common Stock are owned by residents of community property states.
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IRS Form 8023. An IRS Form 8023 signed in blank by US Seller and all comparable state income tax election forms and such other forms and documents as may be reasonably requested by US Buyer to effectuate an election pursuant to Section 338(h)(10) of the Code;
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IRS Form 8023. WGI shall have delivered to Federal a properly completed and executed IRS Form 8023 as required by Section 6.6.8.
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IRS Form 8023. The Sellers shall have delivered to the Purchaser a properly executed IRS Form 8023 (as well as all similar state or local tax forms designed in writing by the Purchaser to the Sellers at least five Business Days prior to the Closing Date) if such form or forms is required to be filed under applicable law.
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IRS Form 8023. Each Seller shall have executed, completed and delivered to Buyer IRS Form 8023 in respect of the Section 338(h)(10) Election.
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Related to IRS Form 8023

  • IRS Forms If requested by the Representative, the Company shall deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • IRS IRS shall mean the Internal Revenue Service.

  • Section 338 Election (a) With respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.