Regarded Entity definition

Regarded Entity. The lowest-tier entity that is regarded as separate from its owner for U.S. federal income tax purposes in the organizational structure that includes CPLV Tenant and HLV Tenant.
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Regarded Entity means an entity that is not a Disregarded Entity.
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Examples of Regarded Entity in a sentence

  • All Taxes related to the Purchased Assets and the Seller Business which Sellers or any Regarded Entity are required by law to withhold or to collect for payment have been duly withheld and collected, and have been paid.

  • Except as set forth on SCHEDULE 7.13 attached hereto, as relates to the Purchased Assets and the Seller Business, Sellers and each Regarded Entity have timely filed all Tax returns and statements which they were required to file, and Sellers and each Regarded Entity have paid all Taxes due prior to the date hereof and will pay when due (or contest in good faith by appropriate proceedings) all Taxes which may become due on or before the Closing Date.

  • After due inquiry of each Regarded Entity, to Sellers' knowledge, there are no unresolved claims raised by any Tax authority concerning the Tax liability of Sellers or any Regarded Entity related to the Purchased Assets or the Seller Business.

  • Except as set forth on SCHEDULE 7.13, Sellers and each Regarded Entity have not waived any statute of limitations in respect of Taxes or agreed to an extension of time with respect to a Tax assessment or deficiency related to the Purchased Assets or the Seller Business.

  • Notwithstanding anything else to the contrary set forth in this Section 18.04, Purchaser shall in no event be responsible in any manner for the payment of any taxes on any gross or net income, gross or net receipts or gain which Sellers or any Regarded Entity may realize as a result of the sale of the Purchased Assets or otherwise related to the transactions contemplated by this Agreement.

  • Each party hereby agrees to file and, if applicable, each Seller shall cause each Regarded Entity to file, with its federal income tax return for the tax year in which the Closing occurs IRS Form 8594 containing the allocation set forth on Schedule 5.04.

  • In accordance with Section 5.2(a), the General Partner shall, as necessary, cause any subsidiaries of the Partnership (whether a Tax Disregarded Entity or a Tax Regarded Entity) to distribute or otherwise make available cash amounts sufficient to at least satisfy any and all Priority Returns.

  • In the case of each entity that is owned ( directly or indirectly) by the Partnership that is a Tax Regarded Entity, the Partnership shall be treated as owning ( directly or indirectly) all of the equity interests of such Tax Regarded Entity for U.S. federal income tax purposes.

Related to Regarded Entity

  • Disregarded Entity means a single member limited liability company, a qualifying subchapter S subsidiary, or another entity if the company, subsidiary, or entity is a disregarded entity for federal income tax purposes.

  • Disregarded Domestic Subsidiary means any direct or indirect (other than through a Foreign Subsidiary) Domestic Subsidiary of which substantially all of its assets consist of Equity Interests of one or more indirect Foreign Subsidiaries.

  • Publicly traded partnership means any partnership, an interest in which is regularly traded on an established securities market. A “publicly traded partnership” may have any number of partners.

  • Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

  • Taxable REIT Subsidiary means any Subsidiary of the Company that is a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code on or after January 1, 2001, or a Subsidiary of such Taxable REIT Subsidiary.