Tax Basis. The Company and the Holder shall mutually agree as to the tax basis of this Warrant for purposes of the Internal Revenue Code of 1986, as amended, and the treatment of this Warrant under such Code by each of the Company and the Holder shall be consistent with such agreement.
Tax Basis. The Warrantors hereby undertake that all (but not less than all) the proceeds from the issuance and sale of the Purchased Shares shall be contributed into the Company, the HK Company and thereafter into the Ecommerce Company as registered capital, otherwise the Warrantors shall indemnify the Investor against taxes or duties, in connection with the Investor’s sale of its respective shares, levied or imposed on the Investor by the relevant PRC tax authorities as the result of the tax base for such shares determined by the relevant PRC tax authorities being less than the purchase price paid by the Investor solely due to the breach of the Warrantors’ obligations under this Section 7.7.
Tax Basis. Purchaser’s “basis” in the Tendered Crypto, as defined in section 1012 of the Internal Revenue Code of 1986, as amended (the “Code”), is set forth on the Investment Questionnaire. Purchaser will (i) provide any additional information we request to verify Purchaser’s basis, including but not limited to records of Purchaser’s purchase of the Tendered Crypto, (ii) fully cooperate in any audit or examination by the Internal Revenue Service relating to Purchaser’s basis in the Tendered Crypto, and (iii) indemnify us for any damages we incur (including attorneys’ fees) if the stated basis is incorrect.
Tax Basis. The Company and the Holder agree pursuant to Proposed Treasury Regulation Section 1.1273-2 that, for Federal income tax purposes, the aggregate issue price of the Notes (as defined in the Purchase Agreement) and the aggregate purchase price for the Warrants are those set forth in Section 2.04 of the Purchase Agreement. Neither the Company nor the Holder hereof shall voluntarily take any action inconsistent with the agreement set forth in this Section 8.7.
Tax Basis. A U.S. Xxxxxx’s tax basis in the notes will equal the amount paid by that holder to acquire them. Settlement at Maturity or Sale, Exchange, or Redemption Prior to Maturity Upon receipt of a cash payment at maturity or upon a sale, exchange, or redemption of the notes prior to maturity, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized and the U.S. Holder’s basis in the notes. Subject to the discussion below concerning the potential application of the “constructive ownership” rules under Section 1260 of the Code, this capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder held the notes for more than one year. The deductibility of capital losses is subject to limitations. Possible Application of Section 1260 of the Code If the Market Measure is or includes the type of financial asset described under Section 1260 of the Code (including, among others, any equity interest in pass-thru entities such as exchange traded funds, regulated investment companies, real estate investment trusts, partnerships, and passive foreign investment companies, each a “Section 1260 Financial Asset”), while the matter is not entirely clear, there may exist a risk that an investment in the notes will be treated, in whole or in part, as a “constructive ownership transaction” to which Section 1260 of the Code applies. If Section 1260 of the Code applies, all or a portion of any long-term capital gain recognized by a U.S. Holder in respect of the notes will be recharacterized as ordinary income (the “Excess Gain”). In addition, an interest charge will also apply to any deemed underpayment of tax in respect of any Excess Gain to the extent such gain would have resulted in gross income inclusion for the U.S. Holder in taxable years prior to the taxable year of the sale, exchange, or settlement (assuming such income accrued at a constant rate equal to the applicable federal rate as of the date of sale, exchange, or settlement). If an investment in the notes is treated as a constructive ownership transaction, it is not clear to what extent any long-term capital gain of a U.S. Holder in respect of the notes will be recharacterized as ordinary income. It is possible, for example, that the amount of the Excess Gain (if any) that would be recharacterized as ordinary income in respect of the notes will equal the excess of (i) any long-term capital gain recognized by the U.S. Holder in respect of the ...
Tax Basis. Within ninety (90) calendar days after the filing of the IRS Form 1065 for the Company for the taxable year of the Company that includes the Closing, the Company shall deliver to each TRA Party a schedule (the “Tax Basis Schedule”) that provides the information necessary to perform the calculations required by this Agreement, including (a) the Transferred Basis and Basis Adjustment in each Reference Asset in respect of such TRA Party and (b) the period (or periods) over which each Reference Asset is amortizable and/or depreciable.
Tax Basis. After giving effect to the Transaction and certain other actions related thereto that will be completed on or prior to the Closing Date, the U.S. Federal Income tax basis of the Stepped-Up Properties (as defined below) will be increased in an aggregate amount equal to the portion of the acquisition cost under the Merger Agreement allocable to such Stepped-Up Properties on a pro rata basis, which allocation shall be based on the ratio of the fair market value of such Stepped-Up Properties to the fair market value of the total acquisition cost. For purposes of this Section 4.42, the term “Stepped-Up Properties” means properties other than those held through partnerships or other similar joint ventures with third parties not related to AFRT.
Tax Basis. As of the related Transfer Date for such Tax Equity Fund, no notice or action challenging the tax structure, tax basis validity, tax characterization or tax-related legal compliance of such Tax Equity Fund or the tax benefits associated with such Tax Equity Fund is ongoing or has been resolved in a manner materially adverse to such Tax Equity Fund or the related Managing Member, the Borrower or to the related Tax Equity Investor.
Tax Basis. The Company and the Holder shall mutually agree as to the tax basis of this Warrant as of the date of issuance of this Warrant, for purposes of the Internal Revenue Code of 1986, as amended, and the treatment of this Warrant under such Code by each of the Company and the Holder shall be consistent with such agreement.
Tax Basis. The Company and the Investors agree that the aggregate Purchase Price of $42,352,941 shall be allocated as follows: $40,000,000 to the Notes and $2,352,941 to the Warrants. The Company and the Investors shall each file all income tax and similar documents (including information and reporting forms) consistent with such allocation.
