Partnerships; Foreign Corporations Sample Clauses

Partnerships; Foreign Corporations. Except as is set forth in Section 2.11.9 of the Compugraphics Disclosure Schedule, as of the date of this Agreement, none of the property of Compugraphics is held in an arrangement for which partnership Tax Returns are being filed, and as of the date of this Agreement, Compugraphics does not own any interest in any controlled foreign corporation (as defined in section 957 of the Code), passive foreign investment company (as defined in section 1296 of the Code) or other entity the income of which is required to be included in the income of Compugraphics.
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Partnerships; Foreign Corporations. Except as set forth in Section 2.11 of the TAVA Disclosure Schedule, none of the property of TAVA is held in an arrangement for which partnership Tax Returns are being filed, and TAVA does not own any interest in any controlled foreign corporation (as defined in section 957 of the Code), passive foreign investment company (as defined in section 1296 of the Code) or other entity the income of which is required to be included in the income of TAVA.
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Partnerships; Foreign Corporations. As of the date of this Agreement, none of the property of Boolx xx held in an arrangement for which partnership Tax Returns are being filed, and as of the date of this Agreement, Boolx xxxs not own any interest in any controlled foreign corporation (as defined in section 957 of the Code), passive foreign investment company (as defined in section 1296 of the Code) or other entity the income of which is required to be included in the income of Boolx.
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Partnerships; Foreign Corporations. None of the property of Prototype or any of its subsidiaries is held in an arrangement that is classified as a partnership for Tax purposes, and neither Prototype nor any of its subsidiaries is, or owns any interest in any, controlled foreign corporation (as defined in section 957 of the Internal Revenue Code of 1986, as amended (the "Code")), personal holding company (as defined in section 542 of the Code), foreign personal holding company (as defined in section 552 of the Code), passive foreign investment company (as defined in section 1297 of the Code) or other entity the income of which is required to be included in the income of Prototype or any of its subsidiaries.
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Partnerships; Foreign Corporations. Except as is set forth in Section 2.11.9 of the Precision Disclosure Schedule, as of the date of this Agreement, none of the property of Precision is held in an arrangement for which partnership Tax Returns are being filed, and as of the date of this Agreement, Precision does not own any interest in any controlled foreign corporation (as defined in section 957 of the Code), passive foreign investment company (as defined in section 1296 of the Code) or other entity the income of which is required to be included in the income of Precision.
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Partnerships; Foreign Corporations. Except as set forth in Section 3.9(h) of the Company Disclosure Schedule, none of the property of any of the Company Subsidiaries (other than the Additional Sellers) is held in an arrangement that is classified as a partnership for Tax purposes, and none of the Company Subsidiaries (other than the Additional Sellers) is, or owns any interest in any, controlled foreign corporation (as defined in section 957 of the Code), or other entity the income of which is required to be included in the income of any of the Acquired Companies.
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Partnerships; Foreign Corporations. Except as set forth in Section 2.9 of the SPR Disclosure Schedule, none of the property of SPR is held in an arrangement for which partnership Tax Returns are being filed, and SPR does not own any interest in any controlled foreign corporation (as defined in section 957 of the Code), passive foreign investment company (as defined in section 1296 of the Code) or other entity the income of which is required to be included in the income of SPR.
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Partnerships; Foreign Corporations. Except as set forth in Section 2.10 of the BGS Disclosure Schedule, none of the property of BGS is held in an arrangement for which partnership Tax Returns are being filed, and BGS does not own any interest in any controlled foreign corporation (as defined in section 957 of the Code), passive foreign investment company (as defined in section 1296 of the Code) or other entity the income of which is required to be included in the income of BGS.
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Partnerships; Foreign Corporations. Except as set forth in Section 2.10.9 of the OptiSystems Disclosure Schedule, none of the property of OptiSystems is held in an arrangement that is classified as a partnership for Tax purposes, and OptiSystems does not own any interest in any controlled foreign corporation (as defined in section 957 of the Code), foreign personal holding company (as defined in section 552 of the Code), passive foreign investment company (as defined in section 1297 of the Code) or other entity the income of which is required to be included in the income of OptiSystems.
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Related to Partnerships; Foreign Corporations

  • Controlled Foreign Corporation The Company will provide written notice to the Investors as soon as practicable if at any time the Company is notified that it or any Group Company has become a “controlled foreign corporation” (“CFC”) within the meaning of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986 (the “Code”). Upon written request of the Investor who is a United States shareholder within the meaning of Section 951(b) of the Code, the Company will (i) use best efforts to provide in writing such information as is in its possession and reasonably available concerning its shareholders to assist the Investor in determining whether the Company is a CFC and (ii) provide the Investor with reasonable access to such other Company information as is in the Company’s possession and reasonably available as may be required by the Investor (A) to determine the Company’s status as a CFC, (B) to determine whether the Investor is required to report its pro rata portion of the Company’s “Subpart F income” (as defined in Section 952 of the Code) on its United States federal income tax return, or (C) to allow the Investor to otherwise comply with applicable United States federal income tax laws.

  • Partnerships, Etc To enter into joint ventures, general or limited partnerships and any other combinations or associations;

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • Corporations If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.)

  • Corporation, etc The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

  • Subsidiaries; Capital Stock As of the Closing Date, (a) Schedule 4.15 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and (b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options and restricted stock units granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of the Parent Borrower or any Restricted Subsidiary, except (i) with respect to Capital Stock of Loan Parties, as created by the Loan Documents and (ii) otherwise, as permitted by this Agreement.

  • Corporation The Corporation will not, by amendment of its Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Warrant against impairment.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Capital Stock Matters The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

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