Installment Sale. For U.S. federal (and applicable state and local) Tax purposes, the parties intend that the transactions contemplated by this Agreement be treated as an installment sale of the Properties under Section 453 of the Code, and that the Purchase Price be allocated among the Properties in accordance with the allocation set forth on Schedule 3. The parties shall not take any position on any Tax Return that is inconsistent with such intent except as required by law.
Installment Sale. Without limiting any of the powers or remedies provided elsewhere, Trustor agrees that, in the event the amounts secured hereby are payable in installments or include, at any time, items of matured as well as unmatured indebtedness, as the case may be, Beneficiary shall have the right to have the Property sold, subject to the part of the Note which is unmatured at the time the Trustee is requested to make such sale, at Trustee's sale to satisfy the lien and security interest hereof securing the then matured portion of said indebtedness and the Trustee is expressly authorized and empowered to conduct such sale which is called in this Section 3.7 "Installment Foreclosure." Any Installment Foreclosure made under this Section 3.7 shall not affect the liens, assignments, and security interest of this Deed of Trust existing to secure that portion of the obligations secured hereby to which the sale is to be made subject. No Installment Foreclosure shall exhaust the power of the Trustee to conduct future Installment Foreclosures nor in anywise limit the powers of sale provided elsewhere in this Deed of Trust. The provisions elsewhere in this Deed of Trust relating to manner of conducting Trustee's sales, including the posting, filing, and giving of notices thereof, shall also apply to any Installment Foreclosure and the same presumptions shall be applicable to any Trustee's deed or recital therein contained in connection with an Installment Foreclosure and to any other affidavit as hereinabove provided.
Installment Sale. ● An Installment Sale is a transaction with the down payment paid at close of escrow and the balance of the purchase price payable by a note and secured by a deed of trust which can be carried by the Seller. ● The purchase price is payable in monthly or annual payments. When the entire purchase price is paid off, the note is canceled and the deed of trust is reconveyed. ● Title transfers on close of escrow, typically within 60 days of contract of sale, securing the buyers control of property from onset. Also allows purchasing of title insurance which guarantees the seller’s rights as first lien holder and buyer’s legitimate ownership of property. Advantages: ● Simpler and more secure format for both buyer and seller than other owner financed options. ● Buyer is able to slowly ramp up to ownership while also working the land and developing that asset (building soil fertility, planning out infrastructure, etc.). ● Buyers who aren’t able to secure a traditional mortgage can still purchase a farm. ● A less risky option for both buyer and seller because note and deed of trust are established legal tools with inherent protections. ● When financed by the seller, the buyer can purchase without qualifying for traditional loan and the seller has both security and maintains foreclosure rights. ● Does not require going to court to reacquire title in the event of a default. Disadvantages: ● Seller remains vulnerable until the entire purchase price is paid in full. ● If buyer must stop making payments, seller can foreclose on the property and reacquire title.
Installment Sale. For U.S. federal (and applicable state and local) Tax purposes, the parties intend that the transactions contemplated by this Agreement be treated as an installment sale of the Properties under Section 453 of the Code. For the Initial Closing, the Purchase Price shall be allocated among the Properties in accordance with the allocation set forth on Schedule 1. For each subsequent Closing, the Purchase Price shall be allocated among the Properties in accordance with the allocation determined pursuant to Section 3.1
Installment Sale p The Seller will report this sale on the installment method for South Carolina income tax purposes, and has attached an amortization schedule correctly designating the principal and interest portions of the payments. If withholding is to be limited to the gain, Seller has entered the gain amount in item 12. p The Seller elects out of the installment sale method for South Carolina purposes and will report the entire withholding in one payment. If withholding is to be limited to the gain, the Seller has entered the gain amount in item 12.
Installment Sale. The parties hereto intend for the transactions contemplated hereby to qualify as an installment sale within the meaning of Section 453 of the Code and Parent agrees that it will not, and will not permit any of its subsidiaries, to take any action inconsistent with such treatment.
Installment Sale. (a) The Company has conveyed or will convey to the Issuer (i) by deed pursuant to the Deed to Issuer, dated the Closing Date, its right, title and interest in and to the Fee Premises and all improvements thereon, including, without limitation, the Facility, and (ii) by assignment pursuant to the Assignment to Issuer, dated the Closing Date, its right, title and interest in and to the Leasehold Premises and the Easement Premises, and all improvements thereon. The Company agrees that such title shall be free and clear of all liens except for Loan Agreement Permitted Liens. All right, title and interest of the Company in and to any Equipment has been or will be conveyed to the Issuer by the Xxxx of Sale to Issuer, dated the Closing Date.
Installment Sale. The HDW Stockholders intend to report and treat for all Tax purposes any cash received with respect to the Promissory Notes as taxable deferred Merger Consideration payable in exchange for HDW Stock in accordance with this Agreement, which is eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of state, local or non-U.S. Law. Accordingly, except with respect to amounts properly treated as interest under applicable Law, the parties hereto agree to report payments under the Promissory Notes for U.S. federal income Tax purposes consistent with such treatment as provided in this Section 5.7(c) unless otherwise required by a Tax authority following an audit defended in good faith.
Installment Sale. Starwood may, in its discretion, elect out of the installment method under Section 453(d) of the Code (or any comparable or analogous provision under state or local Law) with respect to all or any portion of installment sales reported during the tax years beginning January 1, 2015 or January 1, 2016 (the “Installment Sales”) by SVO or its Subsidiaries, which otherwise qualify for installment sale treatment under Section 453(a) of the Code (the “Section 453(d) Election”), provided that ILG consents to such Section 453(d) Election, which consent shall not be unreasonably withheld, conditioned or delayed, and which consent shall be given by ILG if the Aggregate Deemed Asset Disposition Price of Vistana would not reasonably be expected to exceed the Adjusted Grossed-Up Basis of Vistana (such excess, the “Excess”) by more than $100,000,000, assuming the Section 453(d) Election is made with respect to the Installment Sales so identified by Starwood. For purposes of determining the Aggregate Deemed Asset Disposition Price under this Agreement, ILG consents that Starwood may treat the fair market value of the Vistana stock on the Distribution Date as being equal to the fair market value of the ILG stock received in the Merger, and the fair market value of such ILG stock as being equal to the trading price of the ILG stock on the Distribution Date (or, if the Distribution Date is on a Saturday or a Sunday or another day on which there is no trading in ILG stock, Starwood may use the first trading date immediately before or immediately after the Distribution Date). Starwood shall use commercially reasonable efforts to inform ILG if it intends to make the 453(d) Election and, if it so intends, to deliver a good faith estimate of the Excess, in each case, no later than December 31, 2016. If Starwood determines to make a Section 453(d) Election, Starwood shall submit to ILG written notice of such determination no later than February 27, 2017, including reasonably satisfactory documentation setting forth the basis for, and calculation of, the Excess, which may be based on good faith estimates, and ILG shall provide any objections to such calculation within twenty (20) days of receipt thereof. If ILG does not provide any objections within such twenty (20) day period, ILG shall be deemed to consent to the Section 453(d)
Installment Sale. The parties hereby acknowledge and agree that, to the extent permitted under applicable law, (i) the Escrow Fund shall be treated as an installment obligation for purposes of Section 453 of the Code, and (ii) no party shall take any action or filing position inconsistent with such characterization. Any portion of any payments or distributions to the Shareholders under this Agreement that are treated as interest under Section 483 of Code or otherwise shall be treated as portfolio interest under Section 871(h) of the Code and this Agreement shall be treated as in requested form within the meaning of the Treasury Regulations under Section 871, unless prohibited by applicable law.
