Taxable REIT Subsidiary Election Sample Clauses

Taxable REIT Subsidiary Election. Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust ("REIT") under Sections 856 through 860 of the Code, the Company and any corporation in which the Company owns at least 35% of vote or value of the stock (including OmniOffices (UK) Limited, a company incorporated in England, and OmniOffices (Lux) 1929 Holding Company S.A., a company organized under the laws of the Grand Duchy of Luxembourg), shall elect to be treated as a "taxable REIT subsidiary" pursuant to Section 856(l) of the Code. If CarrAmerica's ownership of the Common Stock of the Company is (i) reduced below five percent (5%) for a continuous period of six months or longer or (ii) is reduced below ten percent (10%) for a continuous period of twelve months or longer, CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which the last month of such six month or twelve month period, as applicable, occurs.
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Taxable REIT Subsidiary Election. The Company shall cooperate with any real estate investment trust that is a direct or indirect equityholder of Kimco in making any requested election to cause the Company to be a treated as a “taxable REIT subsidiary” with respect to such real estate investment trust.
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Taxable REIT Subsidiary Election. (a)(i) Effective as of January 1, 2001 and for so long thereafter as EOPT continues to make the election to be taxed as a real estate investment trust (a "REIT") under Sections 856 through 860 of the Code, the Company and OPCO shall (x) elect to be treated as a "taxable REIT subsidiary" (a "TRS") pursuant to Section 856(l) of the Code of EOPT, and (y) not take any action to cause the Company to fail to qualify as a TRS of EOPT; provided that EOPT shall, at the request of the Company, consent to and join in the revocation of such election if an EOP De Minimis Event shall occur any time after the acquisition of Series A Preferred by EOP from FCG (the "Initial Closing Date") (which revocation shall be effective for the first taxable year immediately following the taxable year in which such EOP De Minimis Event occurs).
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Taxable REIT Subsidiary Election. Bimini shall have received a properly completed IRS Form 8875 signed by Parent electing to treat Parent as a “taxable REIT subsidiary” of Bimini within the meaning of Section 856(l) of the Code.
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Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Code, the Company and any corporation in which the Company owns at least 35% of vote or value of the stock (including OmniOffices (UK) Limited, a company incorporated in England, and OmniOffices (Lux) 1929 Holding Company S.A., a company organized under the laws of the Grand Duchy of Luxembourg), shall (A) elect to be treated as a “taxable REIT subsidiary” of CarrAmerica pursuant to Section 856(l) of the Code (a “TRS”) and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica. If CarrAmerica’s ownership of the Common Stock of the Company is (A) reduced below five percent (5%) for a continuous period of six months or longer or (B) reduced below ten percent (10%) for a continuous period of twelve months or longer, CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which the last month of such six month or twelve month period, as applicable, occurs. Notwithstanding the foregoing, for so long as CarrAmerica continues to make the election to be taxed as a REIT, the Company shall, so long as the Company is a TRS of Equity Office Properties Trust or any successor-in-interest thereof (“EOPT”), (A) elect to be treated as a TRS of CarrAmerica and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica, provided that CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which a CarrAmerica De Minimis Event (as defined below) shall occur. As a condition to any merger, consolidation, reorganization or other business combination to which the Company is a party pursuant to which CarrAmerica acquires any equity interest in any entity other than the Company, such entity, so long as it is a TRS of EOPT, shall agree to (A) file an election to be treated as a TRS of CarrAmerica effective as of the date of consummation of such business combination (or, if such business combination takes place before January 1, 2001, effective beginning January 1, 2001) and (B) not take any action that would cause such entity to fail to qualify as a TRS of CarrAmerica for so long thereafter as CarrAmerica continues to make the election to b...
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Taxable REIT Subsidiary Election. Buyer may make, or require Seller to make or cause to be made, an election under Section 856(l) of the Code, effective as of the Closing Date, to treat the Seller Subsidiary owning the Baltimore Property for federal income tax purposes as a “taxable REIT subsidiary” and Seller shall cooperate in connection with making such election.
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Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust
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Taxable REIT Subsidiary Election. Before the Closing, Buyer shall provide Seller two (2) original versions of IRS Form 8875, Taxable REIT Subsidiary Election (“Form 8875”), that shall be executed by an appropriate officer of [***] (the “REIT”) so that an appropriate officer of Zynga may execute the Form 8875, which shall be deposited into escrow at Closing pursuant to Section 8.3(a)(9) above. The Form 8875 shall be filed by the REIT to effectuate the joint election of Zynga and the REIT for Zynga to be a taxable REIT subsidiary (within the meaning of Section 856(l) of the Internal Revenue Code of 1986, as amended) of the REIT, and shall have an effective date no later than the Closing Date. The parties hereto have executed this Agreement as of the date set forth in the first paragraph of this Agreement. Seller: BIG DOG HOLDINGS LLC, a Delaware limited liability company By: Zynga Inc., a Delaware corporation, its sole member By: /s/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Its: CFO Buyer: BCP-CG 650 PROPERTY LLC, a Delaware limited liability company By: BCG-CG 650 Holdings, LLC, a Delaware limited liability company its sole member By: BCP-CG 650 REIT LLC, a Delaware limited liability company its sole member By: BCP JV Manager II LLC, a Delaware limited liability company its manager By: /s/ Cxxxxxxxx Xxxxxxx Name: Cxxxxxxxx Xxxxxxx Title: Managing Director COUNTERPART SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE DATED AS OF MAY 24, 2019 (TITLE COMPANY) Title Company agrees to act as Title Company in accordance with the terms of this Agreement and to act as the Reporting Person in accordance with Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder. TITLE COMPANY: FIRST AMERICAN TITLE INSURANCE COMPANY By: /s/ Vxxxxxx X. Xxxxxxx Name: Vxxxxxx X. Xxxxxxx Its: Escrow Officer
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Related to Taxable REIT Subsidiary Election

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Code Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Withholding Taxes; Section 83(b) Election (a) The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the purchase of the Shares by the Participant or the lapse of the Purchase Option.

  • REIT A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended. Sale or Sales. Any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; or (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Real Estate Related Asset or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant to such Mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

  • Disregarded Entity For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

  • Initial Contribution of Trust Property; Organizational Expenses The Property Trustee acknowledges receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses.

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