Section 338(g) Tax Election Sample Clauses

Section 338(g) Tax Election. Purchasers will consider and may make an election under Internal Revenue Code Section 338(g) to treat the stock purchase as an asset purchase for U.S. income tax purposes. Purchaser will notify Shareholders if such election is made in accordance with Treasury Regulation Section 1.338-2(e)(4). Shareholders must affirmatively oppose Purchaser's consideration of such election in writing delivered to Purchaser prior to closing; otherwise, Shareholders' consent shall be conclusively presumed; provided, however, that any Taxes that accrue to the Company as a direct or indirect result of such election by Purchasers shall not be Taxes that Sellers indemnify Purchasers against or have any responsibility for whatsoever. The parties agree, by their signatures below, that this Agreement is effective as of the date first written above. PURCHASERS: YA SERVICIOS, S.A. DE C.V., SOFOM, E.N.R., a Mexican corporation By:___________________________________ Name: Xxxx X. Xxxxxx Title: Attorney in Fact FIRST CASH, S.A. DE C.V., a Mexican corporation By:___________________________________ Name: Xxxx X. Xxxxxx Title: Attorney in Fact SHAREHOLDERS: THE COMPANY: _____________________________________ XXXXXXXXXXX CLOUD XXXXXXX, Individually _____________________________________ XXXX X. XXXXXX, Individually CENTRAL AMERICA CAPITAL, S.A. DE C.V. By:__________________________________ Name:_____________________________ Title:______________________________ SHAREHOLDERS' REPRESENTATIVE: The undersigned hereby acknowledges his appointment as the Shareholders' Representative hereunder and his willingness to fulfill the duties of the Shareholders' Representative as contemplated by Section 8.4 and the other provisions of this Agreement. _________________________________________ XXXX X. XXXXXX PURCHASERS' REPRESENTATIVE: The undersigned hereby acknowledges its appointment as the Purchasers' Representative hereunder and his willingness to fulfill the duties of the Purchasers' Representative as contemplated by Section 8.5 and the other provisions of this Agreement. _________________________________________ YA SERVICIOS, S.A. DE C.V., SOFOM, E.N.R., a Mexican corporation By:___________________________________ Name: Xxxx X. Xxxxxx Title: Attorney in Fact EXHIBIT E SETTLEMENT AND MUTUAL RELEASE AGREEMENT This Settlement and Mutual Release Agreement (this "Agreement") is entered into as of the 1st day of December, 2008, by and between FIRST CASH FINANCIAL SERVICES, INC., a Delaware Corporation, on th...
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Related to Section 338(g) Tax Election

  • DAC Tax Election The Ceding Company and the Reinsurer make an election pursuant to Treasury Regulation Section 1.848-2 (g) (8) of the Income Tax Regulations issued December, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended, and agree to the terms stipulated in Schedule G – DAC Tax Schedule.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Tax Election This statement is being made under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

  • Tax Elections Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code, including the election under Section 754 of the Code. The General Partner shall have the right to seek to revoke any such election (including without limitation, any election under Section 754 of the Code) upon the General Partner’s determination in its sole and absolute discretion that such revocation is the best interests of the Partners.

  • Section 338 Elections (a) Section 338(h)(10)

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • SPECIAL TAX ELECTION The acquisition of the Purchased Shares may result in adverse tax consequences which may be avoided or mitigated by filing an election under Code Section 83(b). Such election must be filed within thirty (30) days after the date of this Agreement. A description of the tax consequences applicable to the acquisition of the Purchased Shares and the form for making the Code Section 83(b) election are set forth in Exhibit II. OPTIONEE SHOULD CONSULT WITH HIS OR HER TAX ADVISOR TO DETERMINE THE TAX CONSEQUENCES OF ACQUIRING THE PURCHASED SHARES AND THE ADVANTAGES AND DISADVANTAGES OF FILING THE CODE SECTION 83(b) ELECTION. OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(b), EVEN IF OPTIONEE REQUESTS THE CORPORATION OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

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