Section 1374 Treatment; S Corporation Treatment Sample Clauses

Section 1374 Treatment; S Corporation Treatment. The Holders shall ----------------------------------------------- not take any position before any Governmental Entity or otherwise (including in any Income Tax Return) inconsistent with the treatment that no net recognized built-in gain (as defined in Section 1374 of the Code or any similar provisions of state and local Tax laws) results from any of the transactions contemplated by this Agreement or any prior transaction involving the Companies, the Subsidiaries, the Predecessor Entities or the LLCs, unless required to do so by applicable Tax laws pursuant to a Determination. Unless, in each case, required to do otherwise by applicable Tax laws pursuant to a Determination, none of the Holders, Positano, the Companies or any of the Subsidiaries shall take any action (including in connection with the filing of Returns) inconsistent with the treatment of (i) BSH and its Predecessor Entity as an S corporation for federal Income Tax purposes for all periods from October 1, 1987, to and including the Closing Date, (ii) SIG and its Predecessor Entity as an S corporation for all periods to and including the Closing Date, (iii) BSH's Predecessor Entity as an S corporation for Massachusetts Income Tax purposes for all periods from October 1, 1987, to and including the occurrence of the Reorganization, (iv) SIG's Predecessor Entity as an S corporation for Massachusetts Income Tax purposes for all periods to and including the occurrence of the Reorganization, (v) each Subsidiary (other than BSH LLC, SIG LLC, BSH Holding and SIG Holding) as a QSS Sub for all periods to and including the Closing Date for federal Income Tax purposes, (vi) each Subsidiary (other than BSH LLC, SIG LLC, BSH Holding and SIG Holding) as a QSS Sub for Massachusetts Income Tax purposes for all periods to and including the occurrence of the Reorganization and as a division for Massachusetts Income Tax purposes for all periods from the occurrence of the Reorganization to and including the Closing Date, (vii) BSH LLC, SIG LLC, BSH Holding, and SIG Holding as disregarded entities for all Income Tax purposes, (viii) each of BSH and SIG as a "corporate trust" for Massachusetts Income Tax purposes for all periods from the occurrence of the Reorganization to and including the Closing Date, (ix) BSH and SIG as the successor pursuant to a reorganization within the meaning of Code Section 368(a)(1)(F) to their respective Predecessor Entities, and (x) for all Income Tax purposes (other than federal and Ma...
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Related to Section 1374 Treatment; S Corporation Treatment

  • National Treatment and Most-favoured-nation Treatment (1) Each Contracting Party shall accord to investments of investors of the other Contracting Party, treatment which shall not be less favourable than that accorded either to investments of its own or investments of investors of any third State.

  • Xxx Treatment We have not promised you any particular tax outcome from buying or holding the Note.

  • Fair Treatment The College and the Union agree that there shall be no discrimination, restriction, or coercion exercised or practised with respect to any employee for reason of membership or activity in the Union.

  • National Treatment In the sectors inscribed in its Schedule, and subject to any conditions and qualifications set out therein, each Party shall accord to services and service suppliers of the other Party treatment no less favourable than that it accords, in like circumstances, to its own services and service suppliers.

  • Reorganization Treatment Neither Parent, Merger Sub nor any other Affiliate of Parent has taken or agreed to take (or failed to take or agree to take) any action or knows of any facts or circumstances that would reasonably be expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code.

  • Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."

  • REIT Treatment The Company will use its best efforts to meet the requirements to qualify as a “real estate investment trust” under the Code for any taxable years that include any portion of the term of this Agreement.

  • Emergency Medical Treatment I grant the Releasees permission to authorize emergency medical treatment as they deem appropriate, and agree that such action by the Releasees shall be subject to the terms of this Agreement. I understand and agree that the Releasees assume no responsibility for any injury or damage that might result from such emergency medical treatment.

  • Sale Treatment The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes;

  • Corporate Treatment The Board shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Company as a partnership for U.S. federal (and applicable state and local) income tax purposes. If, however, the Board determines, in its sole discretion, for any reason (including the proposal, formally or informally, of legislation that could affect the Company’s status as a partnership for U.S. federal and/or applicable state and local income tax purposes) that it is not in the best interests of the Company to be characterized as a partnership, the Board may take whatever steps, if any, are needed to cause the Company to be or confirm that the Company will be treated as an association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state and local) income tax purposes, including by making an election to be taxed as a “C” corporation pursuant to the Code (a “Change in Tax Classification”), without any approval or vote of the Members required, and to make such filings, including without limitation, a Form 8832 with the Service, and to undertake such actions as required to effect such Change in Tax Classification. At the time and following any Change of Tax Classification, the Board shall have the right, without any approval or vote of the Members being required, to amend this Agreement as reasonably required to effect the Change in Tax Classification and to provide for the operations of the Company following such event. Notwithstanding anything in this Agreement to the contrary, in the event U.S. federal (and/or applicable state and local) income tax laws, rules or regulations are enacted, amended, modified or applied after the date hereof in such a manner as to require or necessitate that the Company no longer be treated as a partnership for U.S. federal (and/or applicable state and local) income tax purposes, then the first sentence of this Section 8.7 shall no longer apply.

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