income tax purposes. The Members acknowledge that the provisions of Subchapter K of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations (the "Regulations") promulgated thereunder will apply to the Company, and intend that the allocations of taxable income and loss, distributions to the Members and maintenance of capital accounts all conform to the requirements of the Code and the applicable Regulations.
income tax purposes. If the OfficeCo Distribution is consummated, the distribution of shares of OfficeCo common stock in the OfficeCo Distribution is expected to be treated as a taxable distribution to Realty Income common stockholders (which would include the former VEREIT stockholders that received Realty Income common stock in the Merger and continue to hold such stock as of the close of business on the record date of the OfficeCo Distribution) for U.S. federal income tax purposes. Accordingly, an amount equal to the fair market value of the shares of OfficeCo common stock received by a U.S. holder (as defined in “Material U.S. Federal Income Tax Consequences”) of Realty Income common stock in the OfficeCo Distribution is expected to generally be treated as a taxable dividend to the extent of the U.S. holder’s ratable share of any current or accumulated earnings and profits of Realty Income allocable to the OfficeCo Distribution, with the excess treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in Realty Income common stock and any remaining excess treated as capital gain. A U.S. holder’s tax basis in shares of Realty Income common stock held at the time of the OfficeCo Distribution is expected to be reduced (but not below zero) to the extent the fair market value of shares of OfficeCo common stock distributed by Realty Income to such holder in the OfficeCo Distribution exceeds such holder’s ratable share of Realty Income’s current and accumulated earnings and profits allocable to the OfficeCo Distribution. The U.S. holder’s holding period for such Realty Income shares for U.S. federal income tax purposes will not be affected by the distribution. Realty Income will not be able to advise you of the amount of earnings and profits of Realty Income until after the end of the calendar year in which the Spin-Off occurs. Realty Income or other applicable withholding agents may be required or permitted to withhold at the applicable rate on all or a portion of the distribution payable to non-U.S. holders (as defined in “Material U.S. Federal Income Tax Consequences”) of Realty Income common stock, and any such withholding would be satisfied by Realty Income or such agent by withholding and selling a portion of the shares of OfficeCo common stock that otherwise would be distributable to non- U.S. holders or by withholding from other property held in the non-U.S. holder’s account with the withholding agent. Although Realty Income will be asc...
income tax purposes. The Company’s ability to pay principal and interest on a Note may be affected by its ability, for U.S. federal income tax purposes, to match the timing of income it receives from a corresponding borrower loan that it holds and the timing of deductions that it may be entitled to in respect of payments made on the Notes that it issues. Securities laws implications of an investment in the Notes are indefinite. The Notes are being offered pursuant to an exemption from federal securities registration requirements in reliance upon Rule 506(c) of Regulation D promulgated under the Securities Act. Rule 506(c) is a recent amendment of Rule 506 which provides a revised basis for an exemption claimed thereunder. Since Rule 506(c) in in the early stages of implementation, regulatory guidance in connection with the exemption is limited. Rule 506(c) will likely be subject to significant interpretation and perhaps amendment in the future. The Company will comply with Rule 506(c) regulatory requirements as they evolve and can provide no assurance that such requirements will not negatively impact your investment in the Notes. The rights of Note holders are subject to risks and uncertainties in the event that the Company becomes insolvent. In the event of the Company’s filing for bankruptcy protection, the rights of investors to continue receiving payments on the Notes could be subject to the following risks and uncertainties: • Interest on the Notes may not accrue during a bankruptcy proceeding, and investors might be entitled only to payment of for principal and interest accrued up to the date of the commencement of the bankruptcy proceeding. • Payments on the Notes would likely be suspended even if the funds to make such payments were available. Even if the suspended payments are resumed, the suspension might effectively reduce the value of a Note holder’s recovery because such recovery might occur months or years later. • As holders of unsecured Notes, investors may be treated as general creditors and thus be required to share the proceeds of corresponding borrower loans with other general creditors of the Company. • Investors might not be entitled to share in the other assets of the Company available for distribution because the terms of the Notes provide that they will be repaid only out of the proceeds of the corresponding borrower loans even though other general creditors might be entitled to a share of the proceeds of such corresponding borrower loans. • Bankruptcy...
income tax purposes. The Lessor and Lessee acknowledge and agree that this Lease Agreement shall not be treated as an operating lease for Federal and State income tax purposes, but instead shall be treated as a capital lease or financing arrangement, with the Lessee being treated as the owner of the Project for such purposes and as holding all the incidents and attributes of ownership for such purposes.
income tax purposes. If either ET or ETO were to be treated as a corporation for U.S. federal income tax purposes, the consequences of the Merger would be materially different. If ET were to be treated as a corporation for U.S. federal income tax purposes, the Merger would likely be a fully taxable transaction to ETO Preferred Unitholders.
income tax purposes. The Sub-Fund generally intends to conduct its affairs so that it will not be deemed to be engaged in trade or business in the United States and, therefore, none of its income will be treated as “effectively connected” with a U.S. trade or business carried on by the Sub-Fund. If none of the Sub-Fund’s income is effectively connected with a U.S. trade or business carried on by the Sub-Fund, certain categories of income (including dividends and certain types of interest income) derived by the Sub-Fund from U.S. sources will be subject to a U.S. tax of 30%, which tax is generally withheld from this income. Certain other categories of income, generally including capital gains (including those derived from options transactions), interest on certain portfolio debt obligations (which may include U.S. government securities) original issue deposit obligations having an original maturity of 183 days or less, and certificates of deposit, will not be subject to this 30% tax. If, on the other hand, the Sub-Fund derives income which is effectively connected with a U.S. trade or business carried on by the Sub-Fund, this income will be subject to U.S. federal income tax at the graduated rates applicable to U.S. domestic corporations, and the Sub-Fund may also be subject to a branch profits tax.
income tax purposes. In the case of a REIT that is a partner in a partnership that has other partners, the REIT is treated as owning its proportionate share of the assets of the partnership and as earning its allocable share of the gross income of the partnership for purposes of the applicable REIT qualification tests. Our proportionate share for purposes of the 10% value test (see “— Asset Tests”) will be based on our proportionate interest in the equity interests and certain debt securities issued by the partnership. For all of the other asset and income tests, our proportionate share will be based on our proportionate interest in the capital interests in the partnership. Our proportionate share of the assets, liabilities, and items of income of any partnership, joint venture, or limited liability company that is treated as a partnership for U.S. federal income tax purposes in which we acquire an equity interest, directly or indirectly, will be treated as our assets and gross income for purposes of applying the various REIT qualification requirements. We have control of our Operating Partnership and intend to control any subsidiary partnerships and limited liability companies, and we intend to operate them in a manner consistent with the requirements for our qualification as a REIT. We may from time to time be a limited partner or non-managing member in some of our partnerships and limited liability companies. If a partnership or limited liability company in which we own an interest takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company could take an action which could cause us to fail a gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless we were entitled to relief, as described below.
income tax purposes. If Shares purchased under an ISO are disposed of before the end of either of the two holding periods, Participant will recognize ordinary income at the time of the disposition in an amount equal to the excess of: (i) the Fair Market Value of the Shares on the exercise date, over (ii) the lower of the Option Price and the sale price. Any additional gain recognized upon the disqualifying disposition will be capital gain, which will be long-term if the Shares have been held for more than one year following the exercise date of the Option.
income tax purposes. Allocation of the deemed purchase price of RIMC's assets shall be determined in accordance with Section 3.3.
income tax purposes. The Borrower may authorize in the applicable Notice of Borrowing the amount of the Amendment No. 3 Closing Fee to be deducted from the proceeds of the requested 2022-I Supplemental DDTLs.
