Tax Characterizations Sample Clauses

Tax Characterizations. Subject to Section 1.4, Parent, Purchaser Sub and the Company intend that, for U.S. federal and state income tax purposes, (i) the Offer and the Merger shall, in the case of each holder of Company Common Shares that receives the Offer Price or the Merger Consideration in exchange for such holder’s Company Common Shares, be treated as a taxable purchase of Company Common Shares directly by Parent, and (ii) the Liquidation shall be treated as a distribution of all of the assets of the Company in complete liquidation of the Company described in Sections 331, 336 and 562 of the Code. This Agreement shall constitute, and is hereby adopted as a “plan of liquidation” of the Company for U.S. federal income tax purposes. Subject to the last sentence of Section 5.13(a), Parent, Purchaser LP and the Operating Partnership intend that, for U.S. federal and state income tax purposes, the Partnership Merger shall, in the case of each holder of LP Units that receives the Merger Consideration in the Partnership Merger in exchange for such holder’s LP Units, be treated as a taxable purchase of LP Units directly by Purchaser Sub, and in the case of each Electing Holder, if any, that contributes to the Simon Operating Partnership such holder’s LP Units in exchange for Simon OP Units be treated as a transaction described in Section 721 of the Code; provided, however, that it is acknowledged that there shall be no restriction on the ability of the Simon Operating Partnership to dispose of, pledge or take any other action in respect of LP Units so contributed.
Sample 1
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Tax Characterizations. (a) Parent and the Company intend that, for U.S. federal and state income tax purposes, the REIT Merger shall be treated as a taxable acquisition of the Shares by Parent. However, in the event that Merger Sub I or Alternative Merger Sub I is the Surviving Corporation of the REIT Merger, Parent and the Company intend that, (i) for U.S. federal and applicable state income tax purposes, the REIT Merger shall be treated as a taxable sale by the Company of all of the Company’s assets to Merger Sub I or Alternative Merger Sub I in exchange for the Per Share REIT Merger Consideration and the assumption of the Company’s liabilities, followed by a liquidating distribution of such Per Share REIT Merger Consideration to the holders of Shares pursuant to Section 331 and Section 562 of the Code and (ii) this Agreement shall constitute a “plan of liquidation” of the Company for U.S. federal income tax purposes.
Sample 1
Tax Characterizations. (a) Except as otherwise required pursuant to a "determination" (as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar provision of state, local or foreign Law), the parties hereby agree to treat the transactions contemplated herein for federal income tax purposes as (i) a distribution in liquidation of Transferee's ownership interest in ROP pursuant to Sections 731 and 736 of the Code; and (ii) a "partnership division" as described in Treasury Regulation Section 1.708-1(d)(3), characterizing Transferor (immediately after the redemption of the Partnership Interests) as a continuation of Transferor (immediately prior to the redemption of the Partnership Interests).
Sample 1
Tax Characterizations. The Company and Buyer intend that, for U.S. federal and state income tax purposes, the Merger shall be treated as a taxable sale by the Company of all of the Company’s assets to Buyer in exchange for the Merger Consideration and the assumption of the Company’s liabilities, followed by a liquidating distribution of such Merger Consideration to the holders of the Units and Series C Convertible Shares, as applicable, pursuant to Section 331 and Section 562 of the Code. This Agreement shall constitute a “plan of liquidation” of the Company for U.S. federal income tax purposes.
Sample 1
Tax Characterizations. The Members intend and agree that, solely for federal and state income and franchise tax purposes, (i) the Company will be treated as an entity disregarded as separate from its owner under Section 301.7701-3 of the Treasury Regulations, (ii) the Grizzly Roadrunner Member will be treated as the single owner described in Section 301.7701-3(b)(1)(ii) of the Treasury Regulations, and (iii) the Membership Interest of the LJM2 Member (and of any other Member issued pursuant to Section 3.3) will be treated as other than an interest in a partnership for purposes of Section 301.7701-3 of the Treasury Regulations and Subchapter K of Chapter I of Subtitle A of the Code. No Member shall take any position that is inconsistent with the characterizations set forth in this Section 8.1.
Sample 1

Related to Tax Characterizations

  • Tax Characterization Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all Federal, state and local income and franchise tax purposes, the Series 2009-1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2009-1 Notes for all such purposes as indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions.

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

  • Tax Characterization and Returns Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

  • Sale Characterization The Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for consolidated accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder; provided that the Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP if any consolidated financial statements of the Seller contain footnotes that the Transferred Assets have been sold or contributed to the Purchaser.

  • Characterization The Receivables constitute “tangible chattel paper” within the meaning of UCC Section 9-102. The rights granted under the agreements described in clause 1 (ii) and (iii) constitute “general intangibles” within the meaning of UCC Section 9-102. CNHCR has taken all steps necessary to perfect its security interest in the property securing the Receivables within 10 days of the Closing Date.

  • Recharacterization The Parties intend the conveyance by the Seller to the Trustee of all of its right, title and interest in and to the Mortgage Loans pursuant to this Agreement to constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to the extent that such conveyance is held not to constitute a sale under applicable law, it is intended that this Agreement shall constitute a security agreement under applicable law and that the Seller shall be deemed to have granted to the Trustee a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans.

  • Requirement and Characterization of Distributions Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

  • Characterization of Payments It is the intention of the parties to this Agreement that payments made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated.

  • Federal Tax Status Commencing with its taxable year ended December 31, 2013, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will continue to operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2019 and thereafter. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization and current and proposed method of operation (inasmuch as they relate to the Company’s qualification and taxation as a REIT) set forth in the Registration Statement and the Prospectus are accurate and fair summaries of the legal or tax matters described therein in all material respects. Each of the Company’s direct or indirect corporate subsidiaries will qualify as a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code. The Operating Partnership will be treated as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes.

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