Certain United States Federal Income Tax Matters Sample Clauses

Certain United States Federal Income Tax Matters. Ladies and Gentlemen: You have requested our opinion concerning certain United States Federal income tax considerations in connection with the offering (the “Offering”) by American Capital Mortgage Investment Corp., a Maryland corporation (“ACMIC”), of shares of ACMIC common stock, $0.01 par value per share (the “Common Stock”), pursuant to a registration statement on Form S-11 (Reg. No. 333-181372), which was originally filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2012[, and the registration statement on Form S-11 filed on May [•], 2012 pursuant to Rule 462(b) of the General Rules and Regulations under the Securities Act of 1933] (the “Offering Documents”). We have acted as counsel to ACMIC in connection with the Underwriting Agreement, dated May [•], 2012 (the “Underwriting Agreement”), by and among you, as representatives of the several Underwriters named therein (the “Underwriters”), ACMIC and American Capital MTGE Management, LLC, a Delaware limited liability company (the “Manager”), relating to the sale by ACMIC to the Underwriters of [•] shares of Common Stock and up to an additional [•] shares of Common Stock at the Underwriters' option to cover over-allotments. This opinion is being furnished to you pursuant to Section 5(b) of the Underwriting Agreement. Capitalized terms used herein but not defined shall have the meanings set forth in the Underwriting Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Offering Documents and such other documentation and information provided to us by ACMIC as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In addition, ACMIC has provided us with, and we are relying upon, a certificate containing certain factual statements, factual representations and covenants of officers of ACMIC (the “Officers' Certificate”) relating to, among other things, the actual and proposed operations of ACMIC and the entities in which it holds, or has held, a direct or indirect interest (collectively, the “Company”). For purposes of our opinion, we have not independently verified the facts, statements, representations and covenants set forth in the Officers' Certificate, the Offering Documents, or in any other document. In particular, we note that the Company may engage in transactions in connection with which we have not provided legal advice, and have not reviewed, and of wh...
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Certain United States Federal Income Tax Matters. The provisions of Sections to hereof are to have effect during any period in which the Trust is classified as a partnership for United States federal income tax purposes. The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, be applied to the terms used in Sections to hereof:
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Certain United States Federal Income Tax Matters. Ladies and Gentlemen: We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated November 5, 2013 (the “Underwriting Agreement”), between you, as representatives of the several underwriters named therein (the “Underwriters”) and HCP, relating to the sale by HCP to the Underwriters of $800,000,000 aggregate principal amount of HCP’s 4.250% Senior Notes due 2023 (the “Securities”) to be issued under the Indenture, dated as of November 19, 2012 (the “Base Indenture”), Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC RBS Securities Inc. As Representatives of the several Underwriters November 12, 2013 as supplemented by the Second Supplemental Indenture, dated as of November 12, 2013 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company, N.A. We have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined herein). This opinion is being furnished to you pursuant to Section 5(b)(1) of the Underwriting Agreement. Capitalized terms used herein but not defined shall have the meanings set forth in the Underwriting Agreement. In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:
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Certain United States Federal Income Tax Matters. The provisions of Sections 17.9 to 17.14 hereof are to have effect during any period in which the Trust is classified as a partnership for United States federal income tax purposes. The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, be applied to the terms used in Sections 17.9 to 17.14 hereof:
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Related to Certain United States Federal Income Tax Matters

  • Federal Income Tax Matters The Certificateholders acknowledge that it is their intent and that they understand it is the intent of the Depositor and the Servicer that, for purposes of federal income, State and local income and franchise tax and any other income taxes, the Trust will be treated either as a disregarded entity under Treasury Regulation Section 301.7701-3 or as a partnership, and that the Certificateholders will be treated as partners in that partnership. The Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. For each calendar quarter, other than periods in which there is only one Certificateholder:

  • Federal Income Tax Allocations Net income of the Trust for any month as determined for federal income tax purposes (and each item of income, gain, loss and deduction entering into the computation thereof) during which the beneficial ownership interests in the Trust are held by more than one Person shall be allocated:

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Equity Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole Owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Owner; provided, that this sentence shall not limit or otherwise affect the provisions of the Transaction Documents pertaining to distributions of Trust Assets or proceeds thereof to Persons other than the Trust Depositor.

  • Federal Income Tax Treatment of the Trust (a) For so long as the Trust has a single owner for federal income tax purposes, it will, pursuant to Treasury Regulations promulgated under section 7701 of the Code, be disregarded as an entity distinct from the Certificateholder for all federal income tax purposes. Accordingly, for federal income tax purposes, the Certificateholder will be treated as (i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the Trust, and all transactions between the Trust and the Certificateholder will be disregarded.

  • Federal Income Tax Withholding The Bank may withhold all federal and state income or other taxes from any benefit payable under this Agreement as shall be required pursuant to any law or governmental regulation or ruling.

  • Federal Income Taxes For a brief description of the tax effects of an investment in the notes, see “U.S. Federal Income Tax Considerations” on page S-12 of the attached prospectus supplement and page 61 of the attached prospectus.

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

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.

  • U.S. Tax Matters (a) The Company shall, upon the request of any U.S. Investor, (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the U.S. Investor to prepare and submit its U.S. tax filings.

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