Tax Consequences to Sellers Sample Clauses

Tax Consequences to Sellers. (a) Notwithstanding anything to the contrary contained in this Agreement, including without limitation the use of words and phrases such as “sell,” “sale,” purchase,” and “pay,” except as set forth in subsection (b) below, the parties hereto acknowledge and agree that it is their intent that the contribution transaction contemplated hereby with respect to the Assets shall be treated for federal income tax purposes pursuant to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”), as the contribution of the Assets by the Sellers to the Buyer, in exchange for the Units, to the extent that Seller receives Units for the contribution of the Assets, and not as a transaction in which any Seller is acting other than in its capacity as a prospective partner in the Buyer.
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Related to Tax Consequences to Sellers

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

  • Representations by Seller For the purpose of inducing Buyer to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller makes the following representations and warranties to Buyer as of the date hereof and as of the Closing Date:

  • Acquisition by Seller The Asset was acquired by Seller in March 2021.

  • Representations by Buyer Buyer represents and warrants to, and covenants with, Seller as follows:

  • Conditions Applicable to All Sale and Purchase Transactions (a) Any transaction effected under this Article XII or in connection with the acquisition, disposition or substitution of any Asset shall be conducted on an arm’s length basis and, if effected with an Affiliate of the Collateral Manager (or with an account or portfolio for which the Collateral Manager or any of its Affiliates serves as investment adviser), shall be effected in accordance with the requirements of Section 5 of the Collateral Management Agreement on terms no less favorable to the Issuer than would be the case if such Person were not an Affiliate of the Collateral Manager; provided that the Trustee shall have no responsibility to oversee compliance with this clause (a) by the other parties. Any sale of a Collateral Obligation or an Equity Security (other than a Substitute Collateral Obligation) to the Collateral Manager, an Affiliate of the Collateral Manager or an Affiliate of the Issuer shall be at a purchase price at least equal to the current Fair Market Value of such Collateral Obligation or Equity Security and certified by the Collateral Manager to the Trustee.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT Each of Buyer and Parent represents and warrants with respect to itself to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER SUB Purchaser and Merger Sub hereby represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Except as set forth in the Parent Disclosure Letter, Parent and each Merger Sub represent and warrant to the Company:

  • Closing Deliveries by Seller At the Closing, Seller shall deliver or cause to be delivered to Purchaser:

  • REPRESENTATIONS AND WARRANTIES OF SELLER AND SHAREHOLDERS Seller and each Shareholder represent and warrant, jointly and severally, to Buyer as follows:

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