Bargain Sale Sample Clauses

Bargain Sale. Purchaser acknowledges that it is Seller's intent to effectuate a "bargain sale" of the Property, i.e., a sale to a charitable organization at a price below fair market value wherein the difference is considered a charitable contribution under applicable sections of the Internal Revenue Code. Seller acknowledges that the substantiation of a charitable contribution deduction rests exclusively with Seller but for Purchaser's execution of Internal Revenue Service Form 8283.
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Bargain Sale. Selling a conservation easement at a discounted price "a bargain sale" can also be an income tax incentive to the seller.
Sample 1
Bargain Sale. The Foundation will enter into a bargain sale arrangement in instances in which the bargain sale furthers the mission and purposes of the Foundation. All bargain sales must be reviewed and recommended by the Investment Committee and approved by the Board of Directors. Factors used in determining the appropriateness of the transaction include: • The Foundation must obtain an independent appraisal substantiating the value of the property; • If the Foundation assumes debt with the property, the debt ratio must be less than 50% of the appraised market value; • The Foundation must determine that it will use the property, or that there is a market for sale of the property, allowing sale within 12 months of receipt; • The Foundation must calculate the costs to safeguard, insure, and expense the property (including property tax, if applicable) during the holding period. Donors may make gifts of interests in business entities (i.e., closely held marketable securities, limited partnership interests, interests in limited liability companies). These can be accepted if the Foundation assumes no liability in receiving them. In evaluating a proposed gift of such assets, the Gift Acceptance Committee may consider: • the probability of conversion to a liquid asset within a reasonable period of time; • the projected income that will be available for distribution and administrative fees; • the nature of the business from which the asset is derived. A completed IRS Form 8283 (“Noncash Charitable Contributions”) and/or a letter from the attorney drafting the partnership agreement or articles of organization must accompany gifts of limited partnership interests or interests in limited liability companies, providing the following information: • Independent appraisal of the value of the subject entity and a statement of the percentage of the entity to be gifted to the Foundation; • Assurance that the Foundation will be held harmless in the event the entity becomes bankrupt or is otherwise unable to satisfy its obligations; • Assurance that the Foundation will be held harmless in the event the entity is sued. The Foundation does not accept gifts of general partnership interests due to potential unlimited liability. When an interest in a business entity cannot be promptly liquidated, and the documented present value of the interest is $20,000 or more, that interest may be credited to a new, named component fund at CFMC. The fund may be treated as an advised, designated, scholarship...
Sample 1
Bargain Sale. Purchaser acknowledges that it is Seller’s intention to effectuate a “bargain sale” of the Property to Purchaser, i.e., a sale of the Property to Purchaser, who is a qualified charitable organization, at a purchase price below the fair market value of the Property, wherein the difference between the purchase price and the fair market value of the Property (to wit, the amount of $494,999 (referenced in this Agreement as the “Charitable Contribution Amount”) is considered as a charitable contribution by Seller to Purchaser under the Internal Revenue Code of 1986. Seller acknowledges and agrees that the substantiation of the charitable contribution deduction will rest exclusively with Seller. Purchaser shall, without assumption of risk or additional cost to Purchaser, assist Seller in the substantiation of the charitable contribution deduction, and, upon Closing, Purchaser shall execute the Donee Acknowledgement section (Part IV) of Internal Revenue Service Form 8283, wherein Purchaser acknowledges that it is a qualified organization under Section 170(c) of the Internal Revenue Code and that it received the donated portion of the Property. Also, Purchaser will cooperate with Seller in obtaining all available State of New Mexico tax credits, including without limitation by submitting applicable applications to the New Mexico Mortgage Finance Authority and any other necessary public body. The obligations of this subparagraph 1.2(d) shall survive the Closing.
Sample 1
Bargain Sale. Seller and City acknowledge that the present fair market value of the City Premises is One Million Seven Hundred Thousand Dollars ($1,700,000.00), based upon the appraisal referenced in Exhibit E attached hereto (the "Appraisal"). Seller and City further acknowledge that it is their intent to effectuate a "bargain sale" of the City Premises to the City, i.e., a sale to a municipality at a price below fair market value wherein the difference is considered a charitable contribution for the Seller under applicable sections of the Internal Revenue Code. City and Seller acknowledge that the substantiation of a charitable contribution deduction rests exclusively with Seller but for City's execution of Internal Revenue Service Form 8283. City agrees to execute, at Closing, or thereafter as requested by Seller, an Internal Revenue Service Form 8283 and/or any other applicable Federal or State tax form, to substantiate the Seller's charitable deduction based upon the above-stipulated fair market value for the City Premises. Seller shall indemnify, defend and hold the City harmless from and against any and all tax, or other, liability which the City may incur solely by reason of any final, non-appealable determination by the Internal Revenue Service that such Internal Revenue Service Form 8283 contained any false statement by Seller.
Sample 1
Bargain Sale. In the case of a bargain-sale of the easement, the donation has been made “in part.”
Sample 1
Bargain Sale. It may be the Seller’s intent to sell the Property at a “bargain-sale” arrangement and make a charitable contribution equivalent to the difference between the true fair market value of the Property, as determined by a qualified appraiser, and the agreed upon purchase price stated in this Option. The Conservancy makes no representation or warranty that this transaction will qualify as a “bargain sale” under state or federal law. Sellers agree that the cost of any appraisal update is their responsibility and that Seller shall not be entitled to any future adjustments to the Purchase Price on the basis of any appraisal update.
Sample 1
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Bargain Sale. The Transaction is a bargain sale where the Seller is selling the Property to the Buyer for less than the Property’s fair market value (the difference between the Purchase Price and the Property’s fair market value, the “Gift”). The Gift will be a charitable donation from the Seller to the Buyer. The Seller may obtain and pay for an appraisal to determine the Gift and take the other steps under the Internal Revenue Code to claim the benefit of any tax deduction the Gift may generate for the Seller. Any such appraisal is for the Seller’s own benefit and use and it has no obligation to share it with the Buyer. The Buyer will obtain its own appraisal of the Property (the “Buyer Appraisal”). The Buyer Appraisal is for the Buyer’s internal purposes and is inapplicable in determining the Gift unless the Seller wants to use it for that purpose, which it may do in its discretion. The Buyer will ensure that its agreement with its appraiser does not preclude the Buyer from sharing the Buyer Appraisal with the Seller. If the Seller wants to use the Buyer Appraisal for purposes of determining the Gift, the Buyer will cooperate with the Seller in attempting to obtain the appraiser’s consent for the Seller to use the Buyer Appraisal for that purpose. In the event the Seller wishes to obtain its appraisal after Closing, the Buyer will reasonably cooperate with the Seller and the Seller’s third party appraiser to permit such appraisal to be completed.
Sample 1
Bargain Sale. Buyer is an organization described in Sections 501(c)(3) and 170(b)(1)(A)(vi) of the Internal Revenue Code; therefore, Seller may be entitled to consider the amount by which the fair market value of the Property exceeds the sale price for the Property as a charitable contribution of property to the extent permitted by law, but Buyer shall have no responsibility or liability for the determination of the amount or availability of any income tax deduction which Seller may claim. The Conservancy has provided Seller with a summary of its internal policy regarding gifts of interests in real estate and will sign documentation required by the IRS to substantiate a charitable contribution when the conditions stated in the policy are met. .
Sample 1

Related to Bargain Sale

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Sale and Leaseback The Borrower will not enter into any arrangement, directly or indirectly, with any other Person whereby the Borrower shall sell or transfer any real or personal property, whether now owned or hereafter acquired, and then or thereafter rent or lease as lessee such property or any part thereof or any other property which the Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred.

  • Sale or Lease of Assets Within any period of four consecutive fiscal quarters, the Borrower will not, nor will it permit any Subsidiary to, convey, sell, lease, transfer or otherwise dispose of assets, business or operations with a net book value in excess of 25% of Total Assets as calculated as of the end of the most recent such fiscal quarter.

  • Sale and Leasebacks The Borrower will not enter into --------------------- any arrangement, directly or indirectly, with any Person whereby the Borrower shall sell or transfer any of its Property, whether now owned or hereafter acquired, and whereby the Borrower shall then or thereafter rent or lease such Property or any part thereof or other Property that the Borrower intends to use for substantially the same purpose or purposes as the Property sold or transferred.

  • Dispositions and Involuntary Dispositions Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

  • Sale Leasebacks Enter into any Sale and Leaseback Transaction.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Limitations on Sale and Leaseback Transactions (a) The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted

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