Tax Treatment of Company Sample Clauses

Tax Treatment of Company. It is the Member's express intention that the Company be treated as a disregarded entity for purposes of federal, state, and local income taxes as well as franchise and all other taxes to the extent permitted by law.
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Tax Treatment of Company. Solely for federal and, to the extent applicable, state income tax purposes, it is intended that the Company will be disregarded as an entity separate from the Member as set forth in Section 301.7701-3(b)(1)(ii) of the Treasury Regulations promulgated pursuant to the Code and the corresponding provisions under Delaware law.
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Tax Treatment of Company. Each Party acknowledges that this Agreement creates a partnership for U.S. federal and state income tax purposes. Neither the Company nor any Party may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable U.S. state law. No officer, agent, director, manager, employee or partner of the Company is authorized to, or may, file Internal Revenue Service Form 8832 (or such alternative or successor form) to elect to have the Company be classified as a corporation for U.S. federal income tax purposes, in accordance with Regulations Section 301.7701-3. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
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Tax Treatment of Company. The Company is a Delaware limited liability company that the Member intends to be classified as an association taxable as a corporation for federal, state and local income tax purposes. The Member shall cause the Company to elect to be so treated by filing an election to that effect under Treasury Regulations Section 301.7701-3. Unless and until otherwise determined by the Member, the Company shall take no position, in a tax return or otherwise, inconsistent therewith.
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Tax Treatment of Company. Solely for federal and state income tax purposes, it is intended that the Company will be disregarded as an entity separate from the Member as set forth in Section 301.7701-3(b)(1)(ii) of the Treasury Regulations promulgated pursuant to the Internal Revenue Code of 1986, as amended, and the corresponding provisions under California law.
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Tax Treatment of Company. The Member intends that the Company be disregarded as a separate entity for federal income tax purposes. The Company shall not elect to be classified as an association taxable as a corporation on IRS Form 8832, Entity Classification Election, and therefore, the Company shall be treated by default as an entity disregarded as separate from its owner pursuant to Treasury Regulation Section 301.7701-3(b)(1)(ii). Further, it is intended that the Company be disregarded as an entity separate from its owner for state tax purposes, and the Company shall take such actions, if any, as necessary to cause this result.
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Tax Treatment of Company. The Members intend that the Company will be treated as a partnership for federal and applicable state income tax purposes and that the information tax returns of the Company shall be filed on such basis. The Manager is authorized, after prior notice to the Non-managing Member, to execute and file, on behalf of the Company, any tax elections or forms that may be necessary or helpful to establish the Company's status as a partnership for tax purposes. The Company shall not make any elections inconsistent with such status without the consent of the Members.
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Tax Treatment of Company. Solely for federal, state and local income tax purposes, the Member intends that the Company will be disregarded as an entity separate from the Member as set forth in Treasury Regulations Section 301.7701-3. The Member shall file Form 8832 with the Internal Revenue Service in order to effectuate such classification.
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Related to Tax Treatment of Company

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Federal Income Tax Treatment of the Trust (a) For so long as the Trust has a single owner for federal income tax purposes, it will, pursuant to Treasury Regulations promulgated under section 7701 of the Code, be disregarded as an entity distinct from the Certificateholder for all federal income tax purposes. Accordingly, for federal income tax purposes, the Certificateholder will be treated as (i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the Trust, and all transactions between the Trust and the Certificateholder will be disregarded.

  • Tax Treatment of Payments Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this ‎Article VII, Section ‎2.7, and ‎Article X as an adjustment to the Purchase Price for Tax purposes.

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Equity Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole Owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Owner; provided, that this sentence shall not limit or otherwise affect the provisions of the Transaction Documents pertaining to distributions of Trust Assets or proceeds thereof to Persons other than the Trust Depositor.

  • Tax Treatment of the Notes By purchasing the Class M Notes, Holders and Beneficial Owners agree to treat such Notes as indebtedness of Xxxxxxx Mac for U.S. federal income tax purposes, unless such Holders or Beneficial Owners are required to treat the Class M Notes in some other manner pursuant to a final determination by the Internal Revenue Service or by a court of competent jurisdiction (each a “Final Tax Determination”). By purchasing the Class B Notes, Holders agree to treat such Class B Notes as notional principal contracts for U.S. federal income tax purposes (except for U.S. withholding tax purposes) and, as a result, as (i) a deemed loan and (ii) an on-market swap, each of which is tax accounted for in the manner described in the Offering Circular, unless such Holders are required to treat the Class B Notes in some other manner pursuant to a Final Tax Determination. Holders and Beneficial Owners, as applicable, further agree (a) to prepare their U.S. federal income tax returns on the basis that (i) the Class M Notes will be treated as indebtedness of Xxxxxxx Mac and/or (ii) the Class B Notes will be treated as (1) a deemed loan and (2) an on-market swap, and (b) to report items of income, deduction, gain or loss with respect to the Original Notes in a manner consistent with the information reported to them pursuant to Section 3.01(d), unless otherwise required pursuant to a previously-selected method for tax accounting for contingent notional principal contracts or a Final Tax Determination.

  • Treatment of Company Options Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

  • Special Tax Treatment Capital gains treatment and 10-year forward income averaging authorized by IRC Sec. 402 do not apply to IRA distributions.

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

  • Tax Treatment of Indemnity Payments Seller and Buyer agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the Purchase Price for Tax purposes.

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