Tax Termination definition
Examples of Tax Termination in a sentence
However, a liquidation occurring as a result of a Tax Termination shall not require an actual distribution of Partnership assets, but shall instead be treated as a constructive liquidation and reformation in the manner in Regulations Section 1.708-1(b)(1)(iv), or otherwise as required by successor Regulations, if any.
Upon agreement by the Members as to the Tax Termination Calculation, or resolution by such national accounting firm of any disputes thereto, and not later than ten (10) days following the Transfer to which the Tax Termination Calculation relates, the Proposing Member shall pay to each Non-Terminating Member such Member’s Tax Termination Amount.
Except to the extent provided in the forgoing sentence, the Member whose Change Event causes a Tax Termination Event (a “Terminating Member”) will pay to all of the other Members an amount of damages calculated in accordance with Section 5.6(b).
However, a liquidation occurring as a result of a Tax Termination will not require an actual distribution of Company assets, but will instead be treated as a constructive liquidation and reformation in the manner in Regulations Section 1.708-l(b)(1)(iv).
Buyer acknowledges that on or prior to the Closing Date, Seller shall, and shall cause the Company and each of the Subsidiaries and their respective successors and assigns to, execute instruments evidencing their respective waivers of any entitlements under or in respect of such agreements or arrangements and enter into the Tax Termination and Indemnity Agreement.
However, a liquidation occurring as a result of a Tax Termination shall not require an actual distribution of Company assets, but shall instead be treated as a constructive liquidation and reformation in the manner in Regulations Section 1.708-1(b)(1)(iv), or otherwise as required by successor Regulations, if any.
The date on which the Special Taxes terminate shall be referred to herein as the “Special Tax Termination Date.” The Special Tax Termination Date shall be June 30, of the last fiscal year in which the Special Taxes will be levied, as set forth in Section 4.1 hereof.
In the case of any Tax Termination Event to which this Section 8.8(a) applies, the Make-Whole Amount for each Member entitled to be paid that amount will be computed on a net present value basis using: (i) the Agreed Rate in effect on the date of payment and (ii) the highest marginal applicable state and federal corporate income tax rates for the year of payment.
The Partnership Agreement prohibits a transfer of Units if the transfer would result in 50% or more of the Units being transferred in a 12 month period (a "Tax Termination").
Purchaser shall have the right to terminate the Agreement by giving written notice (the "Tax Termination Notice") to Sellers, with a copy to the Title Company, on or before 5 p.m. Eastern Standard Time on January 5, 2004 if Purchaser is not satisfied with the results of its underwriting with respect to the impact of anticipated real property tax reassessments on the economics of the transaction.