Common use of Buyer’s Tax Status Clause in Contracts

Buyer’s Tax Status. Neither Xxxxx nor any Originator shall take or cause any action to be taken that could result in the Buyer (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a United States person (within the meaning of Section 7701(a)(30) of the Code), (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, or (iii) becoming subject to any Tax in any jurisdiction outside the United States.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De)

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Buyer’s Tax Status. Neither Xxxxx Centric nor any Originator shall take or cause any action to be taken that could result in the Buyer (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a United States person person” (within the meaning of Section 7701(a)(30) of the Code), (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, purposes or (iii) becoming subject to any Tax in any jurisdiction outside the United States.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Centric Brands Inc.)

Buyer’s Tax Status. Neither Xxxxx Evoqua nor any Originator shall take or cause any action to be taken that could result in the Buyer (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a United States person person” (within the meaning of Section 7701(a)(30) of the Code), (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, or (iii) becoming subject to any Tax in any jurisdiction outside the United StatesStates or (iv) becoming subject to any material amount of Taxes imposed by a state or local taxing authority.

Appears in 1 contract

Samples: Sale and Contribution Agreement (Evoqua Water Technologies Corp.)

Buyer’s Tax Status. Neither Xxxxx CMA nor any Originator shall take or cause any action to be taken that could result in the Buyer (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a United States person person” (within the meaning of Section 7701(a)(30) of the Code), (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, purposes or (iii) becoming subject to any Tax in any jurisdiction outside the United States.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Compass Minerals International Inc)

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Buyer’s Tax Status. Neither Xxxxx O&M Medical nor any Originator shall take or cause any action to be taken that could result in the Buyer (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a United States person person” (within the meaning of Section 7701(a)(30) of the Code), (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, purposes or (iii) becoming subject to any Tax in any jurisdiction outside the United States.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Owens & Minor Inc/Va/)

Buyer’s Tax Status. Neither Xxxxx DFBG nor any Originator shall take or cause any action to be taken that could result in the Buyer (i) being treated other than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes that is wholly owned by a United States person person” (within the meaning of Section 7701(a)(30) of the Code), (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, purposes or (iii) becoming subject to any Tax in any jurisdiction outside the United States.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Centric Brands Inc.)

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