Characterization as Profits Interests Sample Clauses

Characterization as Profits Interests. The parties intend to characterize the Incentive Units issued hereunder as “profits interests” within the meaning of Revenue Procedures 93-27 (1993-2 C.B. 343) and 2001-43 (2001-2 C.B. 191). Prior to or after the issuance of the Incentive Units pursuant to this Unit Agreement, the Grantee shall execute and deliver to the IRS an election under Section 83(b) of the Code in substantially the form attached hereto as Exhibit 1 with respect to the Incentive Units (together, the “83(b) Elections”) on a protective basis. The Grantee understands that (i) in making the 83(b) Elections, the Grantee may be taxed at the time the Incentive Units are received hereunder to the extent the Fair Market Value of the Incentive Units exceeds the price for such Incentive Units and (ii) in order to be effective, the 83(b) Elections must be filed with the IRS within thirty (30) days after the Date of Grant. The Grantee hereby acknowledges that: (x) the foregoing description of the tax consequences of the 83(b) Elections is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences; (y) none of the Company, Holdings, NM Members, any of their respective Affiliates or any of their respective partners, members, equityholders, directors, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing the Grantee with tax advice regarding the 83(b) Elections or any other matter, and the Company, Holdings and the NM Members and their respective Affiliates have urged the Grantee to consult the Grantee’s own tax advisor with respect to income taxation consequences of receiving, holding and disposing of the Incentive Units; and (z) none of the Company, Holdings, NM Members or any other Related Person has advised the Grantee to rely on any determination by it or its representatives as to the Fair Market Value specified in the 83(b) Elections and will have no liability to the Grantee if the actual Fair Market Value of the Incentive Units on the date hereof exceeds the amount specified in the respective 83(b) Elections.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Characterization as Profits Interests. Any LTIP Units to be issued under this Agreement are intended to qualify as “profits interests” under IRS Revenue Procedures 93-27 and 2001-43, and the sections of this Agreement relating to such interests shall be interpreted and applied consistently therewith. In addition, the General Partner is hereby authorized upon publication of final Regulations in the Federal Register (or other official pronouncement), to amend this Agreement as it determines, in its sole discretion, to provide for: (A) the election of a safe harbor under Regulation Section 1.83-3(1) (or any similar provision) under which the fair market value of any LTIP Units that are transferred in connection with the performance of services are treated as being equal to the liquidation value of such Partnership Interests, with (B) an agreement by the Partnership and all of its Partners to comply with all the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the IRS with respect to such election) with respect to all LTIP Units transferred in connection with the performance of services while the election remains effective, (C) the allocation of items of income, gains, deductions, and losses required by any final Regulations similar to Proposed Regulation Sections 1.704-1(b)(4)(xii)(b) and (c), and (D) any other related amendments. The Partners acknowledge and agree that the exercise by the General Partner of any discretion provided to it hereunder shall not be a modification or amendment to this Agreement.
Sample 1Sample 2See All (6)
Characterization as Profits Interests. Any LTIP Units to be issued under this Agreement are intended to qualify as “profits interests” under IRS Revenue Procedures 93-27 and 2001-43, and the sections of this Agreement relating to such interests shall be interpreted and applied consistently therewith. In this regard, (x) any such LTIP Units so issued shall have a Capital Account as of their issue date equal to $0 and (y) to the extent any portion of a distribution otherwise payable to a holder of LTIP Units would cause such holder to have a deficit balance in its Adjusted Capital Account after taking into account all allocations of income, gain, loss and deduction expected to be made to such holder for the year in or for which the distribution is made, such portion of the distribution shall not be paid to such holder until such time, if any, that the payment of such portion of the distribution would not have the result described in this clause (y).
Sample 1Sample 2Sample 3See All (4)
Characterization as Profits Interests. The LTIP Units granted hereunder are, as further described in the Partnership Agreement, intended to qualify as “profits interests” under IRS Revenue Procedures 93-27 and 2001-43.
Sample 1Sample 2
Characterization as Profits Interests. Any LTIP Units to be issued under this Agreement are intended to qualify as "profits interests" under IRS Revenue Procedures 93-27, 1993-2 C.B. 343 and 2001-43, 2001-2 C.B. 191, and the sections of this Agreement relating to such interests shall be interpreted and applied consistently therewith. In connection with the foregoing, an LTIP Unit shall have a deemed liquidation value at time of grant equal to $0.00. Distributions in respect of an LTIP Unit pursuant to Sections 5.01 and 13.02 shall be limited to the extent necessary so that each LTIP Unit qualifies as a "profits interest" under Rev. Proc. 93-27 and Rev. Proc. 2001-43, 2001-2 C.B. 191, and this Agreement shall be interpreted accordingly. In the event that distributions in respect of an LTIP Unit pursuant to Sections 5.01 and 13.02 hereof are limited under this Section 4.08 as a result of the preceding sentence, the Partnership shall adjust future distributions in respect of the LTIP Units pursuant to Sections 5.01 and 13.02, as promptly as practicable but in a manner that is consistent with the first sentence of this paragraph so that, after such adjustments are made, each holder of an LTIP Unit receives, to the maximum extent possible, an amount of distributions equal to the amount of distributions would have been made in respect of the LTIP Unit were such sentence not part of this Agreement. In accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the General Partner shall treat a Partner holding an LTIP Unit as the owner of such LTIP Unit from the date it is granted, and shall file the Partnership's IRS Form 1065, and issue appropriate Schedules K-1 (or the equivalent, if the Partnership is not required to file IRS Form 1065) to such Partner, allocating to the Partner its distributive share of all items of income, gain, loss, deduction and credit associated with such LTIP Unit as if it were fully vested. Each Partner agrees to take into account such distributive share in computing its US federal income tax liability for the entire period during which it holds such LTIP Unit. The Partnership and each Partner agree not to claim a deduction (as wages, compensation or otherwise) with respect to any LTIP Unit issued by the Partnership, either at the time of grant of such LTIP Unit or at the time it becomes substantially vested. The undertakings contained in this paragraph shall be construed in accordance with Section 4 of Rev. Proc. 2001-
Sample 1

Related to Characterization as Profits Interests

  • Allocations of Net Profits and Net Losses Except as otherwise set forth herein, Net Profits and Net Losses shall be allocated for each Fiscal Year to the Members in proportion to their respective Capital Accounts.

  • Allocation of Net Profits and Net Losses As of the last day of each Fiscal Period, any Net Profits or Net Losses for the Fiscal Period shall be allocated among and credited to or debited against the Capital Accounts of the Members in accordance with their respective Investment Percentages for such Fiscal Period.

  • Recharacterization The Parties intend the conveyance by the Seller to the Trustee of all of its right, title and interest in and to the Mortgage Loans pursuant to this Agreement to constitute a purchase and sale and not a loan. Notwithstanding the foregoing, to the extent that such conveyance is held not to constitute a sale under applicable law, it is intended that this Agreement shall constitute a security agreement under applicable law and that the Seller shall be deemed to have granted to the Trustee a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans.

  • Recharacterizations If you make a contribution to a Traditional IRA and later recharacterize either all or a portion of the original contribution to a Xxxx XXX along with net income attributable, you may elect to treat the original contribution as having been made to the Xxxx XXX. The same methodology applies when recharacterizing a contribution from a Xxxx XXX to a Traditional IRA. The deadline for completing a recharacterization is your tax filing deadline (including any extensions), for the year for which the original contribution was made. You may not recharacterize a Xxxx XXX conversion or an employer-sponsored retirement plan rollover.

  • Tax Characterization Each party to this Agreement (a) acknowledges that it is the intent of the parties to this Agreement that, for accounting purposes and for all Federal, state and local income and franchise tax purposes, the Series 2009-1 Notes will be treated as evidence of indebtedness, (b) agrees to treat the Series 2009-1 Notes for all such purposes as indebtedness and (c) agrees that the provisions of the Related Documents shall be construed to further these intentions.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

  • Participation in Profits and Losses All profits and losses of the Company will be allocated to the Member.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!