Loss of FATCA Grandfathering; Fungibility Sample Clauses

Loss of FATCA Grandfathering; Fungibility. The parties hereto intend to treat (a) this amendment as a significant modification of the Term B-2 Loans for U.S. federal income tax purposes and, accordingly, none of the Term B-3 Loans as “grandfathered obligations” for purposes of FATCA and (b) all of the Term B-3 Loans (including the Additional Term B-3 Loans) as fungible for U.S. federal income tax purposes.
Sample 1
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Loss of FATCA Grandfathering; Fungibility. For purposes of determining whether withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the Amendment No. 4 Effective Date, the Borrowers and the Administrative Agent shall treat the Credit Agreement and the Loans (including the Incremental Term B-2 Loans, the existing Term Loans, and any Revolving Credit Loans) (and the Incremental Term B-2 Lenders hereby authorize the Administrative Agent to treat the Incremental Term B-2 Loans) as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). The Borrowers intend to treat the Term B-2 Loans (including the Incremental Term B-2 Loans) as fungible for U.S. federal income tax purposes.
Sample 1
Loss of FATCA Grandfathering; Fungibility. The parties hereto intend to treat (a) this amendment as a significant modification of the Term B-2 Loans modified hereby for U.S. federal income tax purposes and, accordingly, none of the Term B-3 Loans as “grandfathered obligations” for purposes of FATCA and (b) all of the Term B-3 Loans (including the Term B-3 Loans made pursuant to the Additional Term B-3 Commitment) as part of a single “issue” for purposes of U.S. Treasury Regulations Section 1.1275-1(f).
Sample 1

Related to Loss of FATCA Grandfathering; Fungibility

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • Specified Employees Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Executive’s separation from service occurs shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

  • CODE SECTION 754 ELECTION Upon the approval of the General Partners, the Partnership shall file an election under Code Section 754 to adjust the tax basis of the Partnership Property, with respect to any distribution of Partnership Property to a Partner permitted by this Agreement or a Transfer of a Partnership Interest in accordance with the terms of this Agreement, in accordance with Code Sections 734(b) and 743(b). The Partners acknowledge that once a Code Section 754 election shall be validly filed by the Partnership, it shall remain in effect indefinitely thereafter unless the Internal Revenue Service approves the revocation of such election.

  • Withholding Taxes; Section 83(b) Election (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the purchase of the Shares by the Participant or the lapse of the Purchase Option.

  • Regulation RR Risk Retention Ford Credit, as Sponsor, and the Depositor agree that (i) Ford Credit will cause the Depositor to, and the Depositor will, retain the Residual Interest on the Closing Date and (ii) Ford Credit will not permit the Depositor to, and the Depositor will not, sell, transfer, finance or hedge the Residual Interest except as permitted by Regulation RR.

  • Six Month Delay for Specified Employees If any payment, compensation or other benefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section 409A, no part of such payments shall be paid before the day that is six months plus one day after the Executive’s date of termination or, if earlier, the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

  • Reliance as Safe Harbor For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable care by the Enterprise. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

  • Code Section 83(b) Election The Participant shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

  • Survival of Compensation Rates All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

  • Additional Section 409A Provisions Notwithstanding any provision in this Agreement to the contrary:

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