Federal Tax Sample Clauses

Federal Tax. Notwithstanding the accounting treatment thereof, for United States federal, state and local tax purposes, the Company and Purchaser shall treat the transactions contemplated by the Transaction Documents as debt for United States tax purposes. The parties hereto agree not to take any position that is inconsistent with the provision of this Section 7.08 on any tax return or in any audit or other administrative or judicial proceeding unless (a) the other party to this Agreement has consented to such actions, which consent shall not be unreasonably withheld, or (b) the party that contemplates taking such an inconsistent position has been advised by its tax advisor in writing that it is more likely than not (i) that there is no “reasonable basis” (within the meaning of Treasury Regulation Section 1.6662-3(b)(3)) for the position specified in this Section 7.08 or (ii) that taking such a position would otherwise subject the party to penalties under the Internal Revenue Code of 1986, as amended.
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Federal Tax. Major activities and costs associated with this corporate center include: - Federal tax planning. - Preparation of estimates of federal taxes. - Calculation of current and deferred federal tax expense. - Current taxes payable and deferred tax liability. - Preparation of federal income tax returns. - Coordination and response to Internal Revenue Service inquiries and audits. - Preparation and maintenance of international tax data for accrual and dividend planning purposes. - Maintenance of tax systems. - Monitoring proposed tax legislation. - Litigation support for federal tax issues. - Due diligence reviews of tax implications of proposed acquisitions. - Consulting fees related to federal tax issues and strategic planning.
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Federal Tax. The Assessed Penalty, including any additional costs incurred under Paragraphs 4.20.1 and 4.20.2, represents an administrative civil penalty assessed by EPA and shall not be deductible for purposes of federal taxes. 26 U.S.C § 162(f). General Provisions
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Federal Tax. IDENTIFICATION NUMBER. Purchaser represents that its federal identification number is 00-0000000. Seller agrees that its tax identification number shall be used by the Escrow Agent when the escrow account is opened. In the event the interest on the Deposit is paid to Purchaser, the Escrow Agent is authorized and directed to file a revised Form 1099 identifying Purchaser as the recipient thereof.
Sample 1
Federal Tax. Notwithstanding the accounting treatment thereof, for United States federal, state and local tax purposes, Guilford, Assignor and Assignees shall treat the transactions contemplated by this Agreement and the other Transaction Documents as (i) purchases of the Warrants by Assignees from Guilford for $* and (ii) loans from Assignees to Assignor in the amount of the balance of the Purchase Price, such Warrant purchases and loans to be made by Assignees in proportion to the respective amounts of the Purchase Price payable by them pursuant to Section 2.03 hereof. *
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Federal Tax. 2 NASD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
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Related to Federal Tax

  • Federal Tax Treatment Notwithstanding anything to the contrary contained in this Agreement or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

  • Federal Tax Status Commencing with its taxable year ended December 31, 2013, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will continue to operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2019 and thereafter. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization and current and proposed method of operation (inasmuch as they relate to the Company’s qualification and taxation as a REIT) set forth in the Registration Statement and the Prospectus are accurate and fair summaries of the legal or tax matters described therein in all material respects. Each of the Company’s direct or indirect corporate subsidiaries will qualify as a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code. The Operating Partnership will be treated as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes.

  • DAC TAX 14.1 The parties to this Agreement agree to the following provisions pursuant to Section 1.848-2(g)(8) of the Income Tax Regulations effective December 29, 1992, under Section 848 of the Internal Revenue Code of 1986, as amended:

  • Federal Tax Opinion FNB shall have received the opinion of its tax counsel, Xxxx Xxxxx LLP, in form and substance reasonably satisfactory to FNB, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will qualify for the Intended Tax Treatment. In rendering such opinion, counsel may require and rely upon representations contained in Tax Representation Letters executed by officers of MBI and FNB.

  • Tax Unless specified otherwise in the Proclamation of sale, if the sale of this property is subjected to Tax, such Tax will be payable and borne by the Purchaser.

  • Income Tax During each taxation year, the participating employee's income tax liability shall be in accordance with the Income Tax Act and directives from Canada Revenue Agency. Similarly, the withholding tax deducted at source by the College shall be in accordance with the Income Tax Act and directives from Canada Revenue Agency.

  • FEDERAL EXCISE TAX A. Any taxes (including (i) any taxes based on or imposed on, in whole or in part, the Reinsurer's net income or (ii) any excise taxes under Section 4371 of the Internal Revenue Code of 1986, as amended (the "Code") with respect to the business covered under this Contract) imposed by any governmental entity in respect of amounts paid to the Reinsurer under this Contract will be the responsibility of the Reinsurer and the Company shall have no liability therefor. The Reinsurer will allow the Company to deduct, for the purpose of paying Federal Excise Tax the applicable percentage of any premium payable hereon (as imposed under Section 4371 of the Code) to the extent such premium is subject to such tax. Without limiting the foregoing, the Reinsurer shall indemnify and hold harmless the Company and the Insured against any excise taxes imposed under Section 4371 of the Code with respect to the business covered under this Contract except to the extent any penalties applied or interest arising from the Company's negligence.

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

  • Issue Tax The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the holder of this Warrant or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the holder of this Warrant.

  • General Tax Indemnity (a) The Indemnity Provider shall pay and assume liability for, and does hereby agree to indemnify, protect and defend each Property and all Indemnified Persons, and hold them harmless against, all Impositions on an After Tax Basis, and all payments pursuant to the Operative Agreements shall be made free and clear of and without deduction for any and all present and future Impositions.

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