Bargain Sale Sample Clauses

Bargain Sale. A conservation easement sale in which the landowner donates part of the conservation easement value by accepting a purchase price less than appraised fair market value.
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Bargain Sale. Purchaser acknowledges that it is Seller's intent to effectuate a "bargain sale" of the Property, i.e., a sale to a charitable organization at a price below fair market value wherein the difference is considered a charitable contribution under applicable sections of the Internal Revenue Code. Seller acknowledges that the substantiation of a charitable contribution deduction rests exclusively with Seller but for Purchaser's execution of Internal Revenue Service Form 8283.
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Bargain Sale. Seller and City acknowledge that the present fair market value of the City Premises is One Million Seven Hundred Thousand Dollars ($1,700,000.00), based upon the appraisal referenced in Exhibit E attached hereto (the "Appraisal"). Seller and City further acknowledge that it is their intent to effectuate a "bargain sale" of the City Premises to the City, i.e., a sale to a municipality at a price below fair market value wherein the difference is considered a charitable contribution for the Seller under applicable sections of the Internal Revenue Code. City and Seller acknowledge that the substantiation of a charitable contribution deduction rests exclusively with Seller but for City's execution of Internal Revenue Service Form 8283. City agrees to execute, at Closing, or thereafter as requested by Seller, an Internal Revenue Service Form 8283 and/or any other applicable Federal or State tax form, to substantiate the Seller's charitable deduction based upon the above-stipulated fair market value for the City Premises. Seller shall indemnify, defend and hold the City harmless from and against any and all tax, or other, liability which the City may incur solely by reason of any final, non-appealable determination by the Internal Revenue Service that such Internal Revenue Service Form 8283 contained any false statement by Seller.
Sample 1
Bargain Sale. The Foundation will enter into a bargain sale arrangement in instances in which the bargain sale furthers the mission and purposes of the Foundation. All bargain sales must be reviewed and recommended by the Investment Committee and approved by the Board of Directors. Factors used in determining the appropriateness of the transaction include: • The Foundation must obtain an independent appraisal substantiating the value of the property; • If the Foundation assumes debt with the property, the debt ratio must be less than 50% of the appraised market value; • The Foundation must determine that it will use the property, or that there is a market for sale of the property, allowing sale within 12 months of receipt; • The Foundation must calculate the costs to safeguard, insure, and expense the property (including property tax, if applicable) during the holding period. Business Interests Donors may make gifts of interests in business entities (i.e., closely held marketable securities, limited partnership interests, interests in limited liability companies). These can be accepted if the Foundation assumes no liability in receiving them. In evaluating a proposed gift of such assets, the Gift Acceptance Committee may consider: • the probability of conversion to a liquid asset within a reasonable period of time; • the projected income that will be available for distribution and administrative fees; • the nature of the business from which the asset is derived. A completed IRS Form 8283 (“Noncash Charitable Contributions”) and/or a letter from the attorney drafting the partnership agreement or articles of organization must accompany gifts of limited partnership interests or interests in limited liability companies, providing the following information: • Independent appraisal of the value of the subject entity and a statement of the percentage of the entity to be gifted to the Foundation; • Assurance that the Foundation will be held harmless in the event the entity becomes bankrupt or is otherwise unable to satisfy its obligations; • Assurance that the Foundation will be held harmless in the event the entity is sued. The Foundation does not accept gifts of general partnership interests due to potential unlimited liability. When an interest in a business entity cannot be promptly liquidated, and the documented present value of the interest is $20,000 or more, that interest may be credited to a new, named component fund at CFMC. The fund may be treated as an advised, desi...
Sample 1
Bargain Sale. In the case of a bargain-sale of the easement, the donation has been made “in part.”
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Bargain Sale. Selling a conservation easement at a discounted price "a bargain sale" can also be an income tax incentive to the seller. Other important information is provided below: Conservation Value – To qualify for tax incentives, the easement must have "conservation value" and be donated in perpetuity for "conservation purposes.” (§170(h)(4) Internal Revenue Code) Conservation purposes include: Protection of relatively natural habitat of fish, wildlife or plants; Preservation of a historically important land area or a certified historic structure (listed in the National Register or located in a registered historic district); Protection of open space, including farmland and forest land for the scenic enjoyment of the general public or pursuant to clearly delineated federal, state or local government conservation policies; and Protection of land areas for outdoor recreation and education of the general public. Deed of Conservation Easement - The easement describes in detail the property being encumbered, the stated conservation purpose, the protection of the property in perpetuity, any public access allowed, reserved rights, provisions for subordination and allocation of proceeds. CCC will be pleased to work with you to design a conservation easement that reflects your plans for your land’s future and that protects its important conservation values. Conservancy for Xxxxxxx County – Founded in 1996, CCC is a local nonprofit land trust actively working to protect and preserve Xxxxxxx County’s open space, productive farmland, and natural and historic resources. CCC’s stewardship program plays a critical role in monitoring land preservation projects. The CCC and MET work closely together to help landowners preserve land. To date, nearly 1,700 acres of conservation easements have been granted to CCC and many are co-held with MET. CCC has been a Land Trust Alliance member since 1997. Appraisals - To use tax incentives, you will need to hire a qualified independent real estate appraiser to determine the gift value of the conservation easement. (§1.170A -14(h)(3)(i), (ii) and §1.170A-13 Treasury Regulations) For more information, please call 000-000-0000, email xxxx@xxxxxxxxxxxxxxx.xxx, visit xxx.xxxxxxxxxxxxxxx.xxx or write P.O. Box 1358, Waldorf, MD 20604.
Sample 1
Bargain Sale. Buyer is an organization described in Sections 501(c)(3) and 170(b)(1)(A)(vi) of the Internal Revenue Code; therefore, Seller may be entitled to consider the amount by which the fair market value of the Property exceeds the sale price for the Property as a charitable contribution of property to the extent permitted by law, but Buyer shall have no responsibility or liability for the determination of the amount or availability of any income tax deduction which Seller may claim. The Conservancy has provided Seller with a summary of its internal policy regarding gifts of interests in real estate and will sign documentation required by the IRS to substantiate a charitable contribution when the conditions stated in the policy are met. .
Sample 1
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Bargain Sale. It may be the Seller’s intent to sell the Property at a “bargain-sale” arrangement and make a charitable contribution equivalent to the difference between the true fair market value of the Property, as determined by a qualified appraiser, and the agreed upon purchase price stated in this Option. The Conservancy makes no representation or warranty that this transaction will qualify as a “bargain sale” under state or federal law. Sellers agree that the cost of any appraisal update is their responsibility and that Seller shall not be entitled to any future adjustments to the Purchase Price on the basis of any appraisal update.
Sample 1
Bargain Sale. The Transaction is a bargain sale where the Seller is selling the Property to the Buyer for less than the Property’s fair market value (the difference between the Purchase Price and the Property’s fair market value, the “Gift”). The Gift will be a charitable donation from the Seller to the Buyer. The Seller may obtain and pay for an appraisal to determine the Gift and take the other steps under the Internal Revenue Code to claim the benefit of any tax deduction the Gift may generate for the Seller. Any such appraisal is for the Seller’s own benefit and use and it has no obligation to share it with the Buyer. The Buyer will obtain its own appraisal of the Property (the “Buyer Appraisal”). The Buyer Appraisal is for the Buyer’s internal purposes and is inapplicable in determining the Gift unless the Seller wants to use it for that purpose, which it may do in its discretion. The Buyer will ensure that its agreement with its appraiser does not preclude the Buyer from sharing the Buyer Appraisal with the Seller. If the Seller wants to use the Buyer Appraisal for purposes of determining the Gift, the Buyer will cooperate with the Seller in attempting to obtain the appraiser’s consent for the Seller to use the Buyer Appraisal for that purpose. In the event the Seller wishes to obtain its appraisal after Closing, the Buyer will reasonably cooperate with the Seller and the Seller’s third party appraiser to permit such appraisal to be completed.
Sample 1

Related to Bargain Sale

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Sale and Leaseback The Borrower will not enter into any arrangement, directly or indirectly, with any other Person whereby the Borrower shall sell or transfer any real or personal property, whether now owned or hereafter acquired, and then or thereafter rent or lease as lessee such property or any part thereof or any other property which the Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred.

  • Bill xx Sale Purchaser shall have executed and delivered the Bill xx Sale.

  • Sale or Lease of Assets Such Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or assets whether now owned or hereafter acquired, it being understood and agreed that any Borrower (or any Material Subsidiary of a Borrower) may transfer Non-Regulated Assets to one or more Wholly-Owned Subsidiaries of Dominion Resources, provided that (i) each such Wholly-Owned Subsidiary remains at all times a Wholly-Owned Subsidiary of Dominion Resources and (ii) the Ratings of Dominion Resources and such Borrower will not be lowered to less than BBB by S&P, Baa2 by Xxxxx’x or BBB by Fitch in connection with or as a result of such transfer.

  • Sale and Leasebacks The Borrower will not enter into --------------------- any arrangement, directly or indirectly, with any Person whereby the Borrower shall sell or transfer any of its Property, whether now owned or hereafter acquired, and whereby the Borrower shall then or thereafter rent or lease such Property or any part thereof or other Property that the Borrower intends to use for substantially the same purpose or purposes as the Property sold or transferred.

  • Dispositions and Involuntary Dispositions The Issuer shall promptly (and, in any event, within three (3) Business Days) upon the receipt by any Note Party or any Subsidiary of the Net Cash Proceeds of any Disposition or Involuntary Disposition (other than, so long as no Default or Event of Default exists at the time prepayment would otherwise be required pursuant to this Section 2.07(b)(i), where such Net Cash Proceeds of Dispositions and Involuntary Dispositions do not exceed (x) prior to the Combination Closing Date, $1,000,000 and (y) on or after the Combination Closing Date, $3,000,000, in each case, in the aggregate in any fiscal year ((x) or (y), as applicable, the “De Minimis Disposition Proceeds”)) apply 100% of such Net Cash Proceeds to prepay the Notes, the accrued but unpaid interest thereon and, subject to Section 2.12 of the Intercreditor Agreement, the Call Premium, if any, payable thereon, to the extent such Net Cash Proceeds are not reinvested in Eligible Assets (x) prior to the Combination Closing Date, within 90 days of the date of such Disposition or Involuntary Disposition or (y) on or after the Combination Closing Date, (i) within twelve months following receipt of such Net Cash Proceeds or (ii) if the Issuer or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve months following receipt thereof, within the later of (A) twelve months following receipt of such Net Cash Proceeds and (B) 180 days of the date of such legally binding commitment; provided, that if at the time that any such prepayment would be required, the Issuer is also required to prepay the Lockheed Xxxxxx Senior Secured Notes (to the extent required by the NPA) with any portion of such Net Cash Proceeds, then the Issuer may apply such portion of the Net Cash Proceeds on a pro rata basis (as determined in accordance with Section 2.12 of the Intercreditor Agreement) and any Declined Proceeds pursuant to clause (iv) below, in each case, to the prepayment of such outstanding amounts, plus accrued and unpaid interest thereon, under the NPA. Notwithstanding the foregoing, the Issuer and its Subsidiaries may not exercise the reinvestment rights set forth in the preceding sentence with respect to the Net Cash Proceeds (other than the De Minimis Disposition Proceeds) in excess of $10,000,000 in the aggregate. Any prepayment pursuant to this clause (i) shall be applied as set forth in clause (iv) below.

  • Sale Leasebacks No Credit Party shall engage in any sale-leaseback, synthetic lease or similar transaction involving any of its assets.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Limitations on Sale and Leaseback Transactions The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale and Leaseback Transaction; provided that the Issuer or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

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