Built-In Gain. The term “Built-in Gain” shall mean, with respect to each Protected Partner and the Protected Properties at any time, the “built-in gain” (within the meaning of Code Section 704(c) and the Treasury Regulations promulgated thereunder) that is allocable to such Protected Partner pursuant to Code Section 704(c) with respect to the Protected Properties (including, for the avoidance of doubt, any “reverse Section 704(c) gain” allocated to High Traverse as of the Closing Date that is allocable to such Protected Partner). The initial Built-In Gain allocable to High Traverse with respect to each Protected Property is set forth on Exhibit A hereto. For purposes of calculating the amount of Built-In Gain allocated to a Protected Partner under Code Section 704(c) with respect to a particular Protected Property, any “reverse Section 704(c) gain” allocated to a Protected Partner pursuant to Treasury Regulations Section 1.704-3(a)(6) following the Closing Date shall not be taken into account. For the avoidance of doubt and notwithstanding the foregoing, the parties acknowledge that any Tax Liability will be calculated with reference to the Built-In Gain for a Protected Partner and the Protected Properties immediately prior to the indemnifiable event (to the extent recognized as a result of the indemnifiable event) and the initial Built-In Gain for the Protected Properties will be reduced over time to the extent required under Treasury Regulations Section 1.704-3.
Built-In Gain. SII does not have a built-in gain (within the meaning of Section 1374(d)(2) of the Code).
Built-In Gain. (i) BIG Regime. Subject to clauses (b)(ii) and (iii) below, if CSX Unitholders recognize Built-in Gain (other than Built-in Gain recognized as a result of a CSX Sale-Leaseback) in any Fiscal Year, the Board shall elect (in its sole discretion) to do one of the following (collectively, the "BIG Regime"):
Built-In Gain. The Company will not be liable for any Tax under Section 1374 of the Code in connection with the deemed sale of its assets caused by the Section 338(h)
Built-In Gain. Company’s “net unrealized built-in gain,” as such phrase is defined in Section 1374(d) of the Code, has not been calculated as of the Recent Balance Sheet date or at the Closing. Should it become necessary in the future to determine Company’s “net unrealized built-in gain” as of any date, the Shareholders and Xxxxxxx Xx, jointly and severally, will indemnify Company and Buyer for any costs associated with such determination and any taxes, interest and penalties associated with the recognition of the “net unrealized built-in gain” by federal or state taxing authorities.
Built-In Gain. WGI will not recognize any built-in gain under Section 1374 of the Code as a result of the 338(h)(10) Election contemplated by Section 6.6.7 hereof.
Built-In Gain. On or before July 1, 2020, MGM shall provide to the Company (i) the Built-In Gain (and its relative allocation among (x) MGM and each of its Affiliates that are treated as a corporation or partnership for U.S. federal income tax purposes and is treated as directly holding an interest in MGP OP for U.S. federal income tax purposes (including through a chain of one or more disregarded entities) and (y) land, buildings and personal property, which shall be used by the Parties for tax reporting purposes) attributable to the Protected Properties, (ii) supporting documentation with respect thereto.
Built-In Gain. On or before May 1, 2020, the Initial Protected Member shall provide to Blackstone (i) the Built-In Gain (and its relative allocation among, land, buildings and personal property, which shall be used by the parties for tax reporting purposes) attributable to the Protected Property, (ii) supporting documentation with respect thereto.
Built-In Gain. None of Casden or any of the Casden Subsidiaries (excluding, for purposes of this provision, NAPICO and the NAPICO Entities) has been or will be subject to tax (i) under the principles of Section 1374, as described in IRS Notice 88-19 and Temporary Treasury Reg. Section 1.337(d)-5T, or (ii) under paragraphs (4), (5), (6) or (7) of Section 857(b) of the Code.
