Tax Guidance definition

Tax Guidance means a reasoned opinion from outside counsel or a ruling from the IRS.

Tax Guidance means a reasoned opinion from a nationally recognized federal income tax counsel experienced in REIT tax matters or a ruling from the IRS.

Tax Guidance means a reasoned opinion from nationally recognized federal income tax counsel experienced in REIT tax matters or a ruling from the IRS. The “Company Base Amount” shall mean $173,970,000; provided, however, that, in the event the Company Termination Fee becomes payable as a result of the termination of this Agreement prior to the Window Period End Time (a) by the Company pursuant to Section 7.1(c) with respect to a Superior Proposal by a Qualified Bidder or (b) by Parent pursuant to Section 7.1(d) in response to a Change in Company Recommendation effected in compliance with Section 5.4(b)(iv) with respect to a Superior Proposal by a Qualified Bidder, then, in the case of either of the immediately preceding clauses (a) or this clause (b), the “Company Base Amount” shall mean $93,680,000.

Examples of Tax Guidance in a sentence

• Notwithstanding the foregoing, in the event Parent receives Tax Guidance providing that Parent’s receipt of the Base Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of the REIT Requirements, the Company Termination Fee shall be an amount equal to the Base Amount and the Company shall, upon receiving notice that Parent has received the Tax Guidance, pay to Parent the unpaid Base Amount within five (5) Business Days.

• Notwithstanding anything to the contrary contained in this Agreement, the General Partner is hereby authorized to amend this Agreement, in its sole discretion, to ensure that this Agreement complies with (a) any rulings, regulations, notices, announcements or other guidance regarding compensatory partnership interests issued after the Effective Time ("NEW TAX GUIDANCE") and (b) any elections the General Partner determines to be necessary or advisable in respect of any such New Tax Guidance.

• Notwithstanding anything to the contrary contained in this Agreement, the General Partner is hereby authorized to amend this Agreement, in its sole discretion, to ensure that this Agreement complies with (a) any rulings, regulations, notices, announcements or other guidance regarding compensatory partnership interests issued after the Effective Time (“NEW TAX GUIDANCE”) and (b) any elections the General Partner determines to be necessary or advisable in respect of any such New Tax Guidance.

• Notwithstanding anything to the contrary contained in this Agreement, the General Partner is hereby authorized to amend this Agreement, in its sole discretion, to ensure that this Agreement complies with (a) any rulings, regulations, notices, announcements or other guidance regarding compensatory partnership interests issued after the Effective Time (“New Tax Guidance”) and (b) any elections the General Partner determines to be necessary or advisable in respect of any such New Tax Guidance.

More Definitions of Tax Guidance

Tax Guidance means an opinion from counsel or other tax advisor or a ruling from the IRS. The escrow agreement shall provide that the Company shall bear all costs and expenses under the escrow agreement. Parent shall not be a party to the escrow agreement and shall not bear any liability, cost or expense resulting directly or indirectly from the escrow agreement.

Tax Guidance means an opinion from tax counsel or other tax advisor or a ruling from the IRS.

Tax Guidance means a reasoned opinion from outside counsel or a ruling from the IRS. The “AMB Base Amount” shall mean, (i) in the case of a payment owing pursuant to Section 7.2(e), the Expenses of ProLogis, and (ii) in the case of a payment owing pursuant to Section 7.2(b), the sum of (A) $210,000,000 and (B) the Expenses of ProLogis.

Tax Guidance means a reasoned opinion from a nationally recognized United States federal income tax counsel experienced in REIT tax matters to the effect that the receipt by Parent (or its designee) of the Company Base Amount should constitute Qualifying Income or should be excluded from gross income within the meaning of the REIT Requirements or a ruling from the IRS holding that the receipt by Parent (or its designee) of the Company Base Amount would constitute Qualifying Income or would be excluded from gross income within the meaning of the REIT Requirements.

Tax Guidance has the meaning ascribed to such term in Section 8.3(a). “Tax Sharing Arrangement” has the meaning ascribed to such term in Section 3.14(x). “Termination Fee” has the meaning ascribed to such term in Section 8.3(b).

Tax Guidance means a reasoned opinion from nationally recognized federal income tax counsel experienced in REIT tax matters or a ruling from the IRS. The “VEREIT Base Amount” shall mean $365,000,000; provided, however, that, in the event the VEREIT Termination Fee becomes payable as a result of the termination of this Agreement prior to the Window Period End Time (a) by VEREIT pursuant to Section 7.1(d)(i) with respect to a Superior Proposal by a Qualified Bidder or (b) by Realty Income pursuant to Section 7.1(e) in response to a Change in VEREIT Recommendation effected in compliance with Section 5.4(b)(iv) with respect to a Superior Proposal by a Qualified Bidder, then, in the case of either of the immediately preceding clauses (a) or (b), the “VEREIT Base Amount” shall mean $195,000,000.

Tax Guidance means a reasoned opinion from outside counsel or a ruling from the IRS. The “Parkway Base Amount” shall mean $65,000,000.