Certain U.S. Federal Income Tax Matters Sample Clauses

Certain U.S. Federal Income Tax Matters. The Borrower, the Administrative Agent and the Lenders agree that the Tranche B-9 Term Loans shall be treated in their entirety as one fungible tranche for U.S. federal income tax purposes (i.e., the Tranche B-9 Term Loans received upon conversion of the Converted Tranche B-6 Term Loans shall be fungible for U.S. federal income tax purposes with the Tranche B-9 Term Loans made pursuant to the Tranche B-9 Term Loan Commitment). For the avoidance of doubt and solely for purposes of FATCA, the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Tranche B-9 Term Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
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Certain U.S. Federal Income Tax Matters. (a) The Parties intend that for U.S. federal income tax purposes:
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Certain U.S. Federal Income Tax Matters. Ladies and Gentlemen: We have acted as counsel to Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), in connection with the Underwriting Agreement dated September 4, 2018, by and among Citigroup Global Markets Inc. and Jxxxxxxxx LLC, as Representatives of the several Underwriters listed in Schedule I attached thereto, Citigroup Global Markets Inc., in its capacity as agent for Citibank, N.A., the Company and the Operating Partnership (the “Underwriting Agreement”), the letter agreement dated September 4, 2018 between the Company and Citibank, N.A., and the public offering (the “Offering”) of up to 4,025,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), including up to 525,000 Common Shares issuable pursuant to the 30-day option granted to the Underwriters. This opinion letter is provided to you at the request of the Company and the Operating Partnership pursuant to Section 8(c) of the Underwriting Agreement. Except as otherwise indicated, capitalized terms used in this opinion letter are defined as set forth in the Underwriting Agreement. 2290 First National Building · 600 Xxxxxxxx Xxxxxx ∙ Detroit, Michigan 48226-3506 Detroit ∙ Axx Arbor ∙ Bloomfield Hills ∙ Chicago ∙ Grand Rapids ∙ Kalamazoo ∙ Lansing September 7, 2018 Page 2 We have also acted as counsel to the Company in connection with the preparation of the section captioned “Material Federal Income Tax Considerations” in the Prospectus (as defined below). In rendering the opinions stated below, we have examined and, with your consent, relied upon the following documents:
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Certain U.S. Federal Income Tax Matters. From and after the date of this Agreement, the Borrowers, jointly and severally, shall indemnify the Administrative Agent, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including Taxes and the fees, charges and disbursements of any counsel for any of the foregoing, arising in connection with the Administrative Agent’s treating, for purposes of determining withholding Taxes imposed under FATCA, the Loans under this Agreement as qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
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Certain U.S. Federal Income Tax Matters. Solely for purposes of determining withholding Tax imposed under FATCA, from and after the Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders and the L/C Issuers hereby 103 authorize the Administrative Agent to treat) all obligations hereunder or under any other Loan Document as not qualifying as "grandfathered obligations" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
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Certain U.S. Federal Income Tax Matters. The Borrowers have determined that this Amendment does not result in a significant modification of the Revolving Credit Commitments for U.S. federal income tax purposes and accordingly, the Revolving Credit Commitments continue to be “grandfathered obligations” for purposes of FATCA. “FATCA”, for purposes of this Section 12, means Section 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable) or any Treasury regulations promulgated thereunder.
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Certain U.S. Federal Income Tax Matters. The Borrower, the Administrative Agent and the Lenders agree that the Series F Tranche B Term Loans shall be treated in their entirety as one fungible tranche for U.S. federal income tax purposes (i.e., the Series F Tranche B Term Loans received upon conversion of the Converted Series D Tranche B Term Loans shall be fungible for U.S. federal income tax purposes with the Series F Tranche B Term Loans made by the Additional Lender pursuant to their commitments to provide their respective Series F Tranche B Term Loans as set forth on Schedule II annexed hereto). For purposes of FATCA, from and after the effective date of this Amendment, the Borrower and the Administrative Agent shall continue to treat (and the Series F Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement and the Loans (including the Series F Tranche B Term Loans) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulations Section 1.1471-2(b)(2)(i).
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Certain U.S. Federal Income Tax Matters. Ladies and Gentlemen: We have acted as counsel to Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), in connection with the Underwriting Agreement, dated March 13, 2018, by and among Citigroup Global Markets Inc., as Representative of the several Underwriters listed in Schedule I attached thereto, Citigroup Global Markets Inc., in its capacity as agent for Citibank, N.A., the Company and the Operating Partnership (the “Underwriting Agreement”), and the public offering (the “Offering”) of 3,450,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), including 450,000 Common Shares issuable pursuant to the 30-day option granted to the Underwriters. This opinion letter is provided to you at the request of the Company and the Operating Partnership pursuant to Section 8(c) of the Underwriting Agreement. Except as otherwise indicated, capitalized terms used in this opinion letter are defined as set forth in the Underwriting Agreement. 2290 First National Building · 600 Xxxxxxxx Xxxxxx ∙ Detroit, Michigan 48226-3506 Detroit ∙ Axx Arbor ∙ Bloomfield Hills ∙ Chicago ∙ Grand Rapids ∙ Kalamazoo ∙ Lansing We have also acted as counsel to the Company in connection with the preparation of the section captioned “Material Federal Income Tax Considerations” in the Prospectus (as defined below). In rendering the opinions stated below, we have examined and, with your consent, relied upon the following documents:
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Related to Certain U.S. 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:

  • 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.

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

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • 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.

  • 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.

  • 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.

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