definiens: ( within the meaning of Treasury Regulation Section 301.7701 - 3(a ) ) as of the intended effective date of the election(subject to the Vendor ’s written consent, not to be unreasonably withheld or delayed ), upon the Purchaser ’s writtenrequest and at the Purchaser ’s cost, the Purchaser shall deliver, or cause to be delivered, to the Vendor with respect tosuch Group Company complete and accurate Entity Election Forms, providing for a retroactive U.S. federal income taxclassification for such Group Company, effective as of a date on or before three ( 3 ) days before Completion . TheVendor shall, at the Purchaser ’s cost, furnish or cause to be furnished, to the Purchaser, upon written request, aspromptly as practicable, such information and assistance as is reasonably necessary for the Purchaser ’s preparation ofany such Entity Election Forms . Within ten ( 10 ) days of its receipt of any such Entity Election Forms, the Vendor shallat the Purchaser ’s cost cause such forms to be validly signed and duly executed and shall deliver, or cause to bedelivered, to the Purchaser each such signed and executed Entity Election Form . As soon as practicable following itsreceipt of such signed and executed Entity Election Forms, the Purchaser shall file each such Entity Election Formwith the IRS