Federal Income Tax Purposes Sample Clauses

Federal Income Tax Purposes. Reference is hereby made to the Credit Agreement dated as of October 19, 2012 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among DGK ORRI Holdings, LP (“Borrower”), the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National Association, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT G-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE
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Federal Income Tax Purposes. The Seller intends to treat the transactions contemplated under this Agreement as a sale of the Receivables to the Trust for federal income tax purposes, subject to the retention by the Seller of a stripped coupon therein as described in Section 1286 of the Code. The Seller and the Trustee intend to cause to be filed all returns or reports in a manner consistent with such treatment.
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Federal Income Tax Purposes. The Seller intends to treat the transactions contemplated under this Agreement as a sale of the Receivables to the Trust for federal income tax purposes, subject to the retention by the Seller of a stripped coupon therein as described in Section 1286 of the Code. The Seller intends to cause to be filed all returns or reports in a manner consistent with such treatment. In addition, the Seller intends to treat each other trust created under the Master Trust Agreement as an entity separate from the Trust for federal income tax purposes. Further, the Seller intends to treat the Reserve Fund as property separate from any interest in any trust the Seller may acquire, including but not limited to any interest in the Excess Receipts.
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Federal Income Tax Purposes. DLR has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Internal Revenue Code as 1986, as amended, or the Code, and intends to continue to do so through the time of the completion of the transactions. DLR intends to continue operating in such a manner following the completion of the transactions. DLR has not requested nor does it plan to request a ruling from the Internal Revenue Service, or the IRS, that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations is greater in the case of a REIT, like DLR, that holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within the control of DLR may affect its ability to qualify as a REIT. In order to qualify as a REIT, DLR must satisfy a number of requirements, including requirements regarding the ownership of its stock and the composition of its gross income and assets. Also, a REIT must make distributions to stockholders aggregating annually at least 90% of its net taxable income, excluding any net capital gains. If DLR loses its REIT status, or is determined to have lost its REIT status in a prior year, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders, because: • it would be subject to U.S. federal corporate income tax on its net income for the years it did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to stockholders in computing its taxable income); • it could be subject to the U.S. federal alternative minimum tax (for taxable years ending on or prior to December 31, 2017) and possibly increased state and local taxes for such periods;
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Federal Income Tax Purposes. The notes will be issued with original issue discount (“OID”) for U.S. federal income tax purposes. Accordingly, U.S. holders (as defined in “Certain Material U.S. Federal Income Tax Consequences—U.S. Holders”), whether on the cash or accrual method of accounting, generally will be required for U.S. federal income tax purposes to include such OID in gross income (as ordinary income) as it accrues on a constant yield to maturity basis in advance of receipt of any payment on the notes to which the income is attributable. See “Certain Material U.S. Federal Income Tax Consequences—U.S. Holders—Original Issue Discount.”” The following information will replace the entire section titled “Certain Material U.S. Federal Income Tax Consequences—U.S. Holders—Taxation of Interest”: “Taxation of Stated Interest Stated interest on the notes is taxed to you as ordinary income: • when it accrues, if you use the accrual method of accounting for U.S. federal income tax purposes; or • when you receive it, if you use the cash method of accounting for U.S. federal income tax purposes.” The following information will be inserted immediately after “Certain Material U.S. Federal Income Tax Consequences—U.S. Holders—Taxation of Interest”: “Original Issue Discount The notes will be treated as issued with original issue discount (“OID”) for U.S. federal income tax purposes. The amount of OID on a note will generally be equal to the excess of the stated redemption price of such note (i.e., the sum of the payments under the note other than payments of qualified stated interest, which is generally stated interest unconditionally payable at least annually), over its “issue price” (as defined above). As such, a U.S. holder generally must include in taxable income for any particular taxable year the “daily portion” of the OID that accrues on the note for each day during the taxable year on which the U.S. holder holds the note, in addition to stated interest and whether the U.S. holder reports on the cash or accrual basis of accounting for U.S. federal income tax purposes. Thus, the U.S. holder will be required to include OID in income in advance of the receipt of the cash to which such OID is attributable. The daily portion is determined by allocating to each day of an accrual period a pro rata portion of the OID allocable to such accrual period. The amount of OID that will accrue during an accrual period other than the final accrual period is the product of the “adjusted issue price” of t...
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Federal Income Tax Purposes. The exchange of INXN shares for shares of DLR common stock and any cash (including cash in lieu of fractional shares of DLR common stock) pursuant to the offer will be a taxable transaction for U.S. federal income tax purposes for U.S. holders of INXN shares. In addition, the exchange of INXN shares for any shares of DLR common stock or cash (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) pursuant to the post-offer reorganization will be a taxable transaction for U.S. federal income tax purposes for U.S. holders of INXN shares. Each U.S. holder of INXN shares will generally be required to include in taxable income the excess of the fair market value of any DLR common stock or cash received in the offer or the post-offer reorganization (including cash in lieu of fractional shares of DLR common stock and any cash proceeds from a sale of DLR common stock by the exchange agent to satisfy any applicable Dutch dividend withholding tax) over such holder’s tax basis in the INXN shares exchanged. See the information under “The Offer — Material U.S. Federal Income Tax Consequences of the Offer and the Post-Offer Reorganization to U.S. Holders of INXN Shares” beginning on page 79 for a discussion of material U.S. federal income tax consequences of the offer and the post-offer reorganization to U.S. holders of INXN shares. Non-U.S. holders of INXN shares should consult their tax advisors regarding the tax consequences of the offer and the post-offer reorganization to such holders.
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Federal Income Tax Purposes. Reference is made to the Fifth Amended and Restated Credit Agreement, dated as of August 25, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among IQVIA Inc., a Delaware corporation (the “Parent Borrower”), IQVIA RDS Inc., a North Carolina corporation (the “U.S. Borrower”), IQVIA Holdings Inc., a Delaware corporation (“Holdings”), IQVIA Solutions Japan K.K., a Japanese stock corporation (kabushiki kaisha) and a subsidiary of the Parent Borrower (the “Japanese Subsidiary Borrower”), IQVIA AG, a Swiss corporation and a subsidiary of the Parent Borrower (the “Swiss Subsidiary Borrower” and, together with the Parent Borrower, the U.S. Borrower and the Japanese Subsidiary Borrower, the “Borrowers,” and, each, a “Borrower”), Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the Lenders, agents and other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(f) of the Credit Agreement, the undersigned hereby certifies that:
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Federal Income Tax Purposes. As a condition to granting its consent to a transfer of a Class A-R Certificate, the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, shall require the proposed transferee of such Certificate (including, in the case of the initial issuance of the Class A-R Certificate, the initial Holder thereof) to execute a letter and affidavit substantially in the form attached hereto as Exhibit K and shall require the proposed transferor (other than in the case of the transfer to the initial holder) of such Certificate to execute a letter substantially in the form attached hereto as Exhibit K-1. In the absence of a contrary instruction from the transferor of such Certificate, declaration (11) in the affidavit in Exhibit K may be left blank. If the transferor requests by written notice to the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, prior to the date of the proposed transfer that one of the two other forms of declaration (11) of such affidavit be used, then the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee, shall require that such form of declaration (11) be included in such affidavit. As a condition to the granting of the consent referred to in this Section 4.02(i), prior to the transfer, sale, pledge, hypothecation or other disposition of the Class A-R Certificate or any interest therein, the Certificate Registrar or, if no Certificate Registrar is appointed, the Trustee shall require that (1) the proposed transferee deliver to the Trustee or Certificate Registrar, as applicable, its taxpayer identification number and state, under penalties of perjury that such number is the social security or employer identification number, as the case may be, of the transferee or provide an affidavit under penalties of perjury stating that as of the date of such transfer such transferee is not and has no intention of becoming a Disqualified Organization; (2) the proposed transferee deliver to the Trustee or Certificate Registrar, as applicable, an affidavit stating (i) that such transferee is not acquiring such Class A-R Certificate as an agent, broker, nominee, or middleman for a Disqualified Organization, (ii) if the Class A-R Certificate is a "non-economic residual interest" within the meaning of Treas. Reg. ss.1.860E-1(c)(2), (X) that no purpose of the acquisition of the Class A-R Certificate is to avoid or impede the assessment or collection of tax, (Y) that such transferee...
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Related to Federal Income Tax Purposes

  • 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 If the Trust Certificates are held by more than one Person, for federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such month in proportion to their Certificate Percentage Interests on such Record Date. The Trust (or the Administrator in accordance with the Administration Agreement and Section 5.04) is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or otherwise comply with the requirements of the Code.

  • 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 Taxes Not later than five business days prior to each Estimated Tax Installment Date following the date hereof with respect to a Pre-Deconsolidation Period, Xxxx Foods shall determine under Section 6655 of the Code the estimated amount of the related installment of the WhiteWave Group Federal Income Tax Liability for the taxable period. WhiteWave shall then pay to Xxxx Foods, not later than such Estimated Tax Installment Date, the amount thus determined.

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

  • 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.

  • 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.

  • Income Tax For purposes of this Section 7, the term "Income Tax" means any Tax based on or measured by gross or net income or receipts (other than sales, use, license or property Taxes or Taxes in the nature thereof) (including, without limitation, capital gains taxes, minimum taxes, income taxes collected by withholding and taxes on tax preference items), and Taxes which are capital, doing business, excess profits or net worth taxes and interest, additions to tax, penalties, or other charges in respect thereof.

  • 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.