Company Tax Status Sample Clauses

Company Tax Status. The parties intend that the Company be treated, for federal, state and local income tax purposes, as a disregarded entity that is not separate from the Member pursuant to Treasury Regulations Section 301.7701-3 et seq. and any corresponding provision of income tax law. Seller and the Company shall use their respective reasonable best efforts to take all actions required by the Code, the Treasury Regulations thereunder, or by any corresponding provisions of income tax law to maintain such status of the Company for all tax periods of Company that end prior to or include the Closing Date and shall use reasonable best efforts to refrain from taking any action contrary to this intent.
Sample 1
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Company Tax Status. The Company is a Canadian-controlled private corporation, within the meaning of the Tax Act, and has been since its date of incorporation. There are no circumstances existing which could result, and the Closing will not result, in the application to the Company of any of sections 78 through 80.04 of the Tax Act or any substantially similar provisions of any applicable provincial Tax laws. The Company has not claimed any reserve or deduction or made any election under the Tax Act or under any equivalent provision of any Applicable Law that could require an amount to be included in the income of the Company for any period ending after the Closing Date. The Company has not made a capital dividend election under subsection 83(2) of the Tax Act in an amount which exceeds the amount in the Company’s capital dividend account at the time of such election.
Sample 1
Company Tax Status. Anything in this Agreement to the contrary notwithstanding, it is expressly intended that the entity formed hereby be a partnership for tax purposes as determined by the applicable provisions of the Code, the rules and regulations promulgated thereunder, and other laws pertaining thereto, and that in every respect all of the terms and provisions hereof shall at all times be so construed and interpreted as to give effect to this intent. No Member shall have the right to cause the Company to elect to be treated as an association taxable as a corporation.
Sample 1
Company Tax Status. I. Sellers shall provide evidence in form and substance reasonably satisfactory to Purchaser of (a) acceptance by the IRS of the Company’s election to be treated as an S Corporation under Section 1362 of the Code and (b) acceptance or acknowledgment by any relevant taxing authority of the Company’s similar status under any corresponding provision of applicable state and local income tax Law. Sellers shall provide evidence (or access to information) in form and substance reasonably satisfactory to Purchaser that the Company’s election to be treated as an S Corporation under Section 1362 of the Code has not been terminated or revoked and will be in effect as of the Closing Date.
Sample 1
Company Tax Status. The Company has been a validly electing S corporation at all times during its existence and will be an S Corporation up to an including the day before Closing. At no time since its formation was the Company taxable as a C corporation under the Agreement and Plan of Merger and Reorganization - Page 18 Code. To the Best Knowledge of the Company and the Company Shareholder: (i) all Taxes that are due and payable by the Company, other than those presently payable without penalty or interest, have been timely paid; (ii) there is no Tax deficiency asserted against the Company; (iii) there are no Tax Liens upon any properties or assets of the Company nor has notice been given of any event which could lead to any such Lien; (iv) no Internal Revenue Service, state, or local audit, investigation or Proceeding of the Company is pending or Threatened; (v) all monies required for the payment of Taxes, other than federal income taxes, not yet due and payable with respect to the operations of the Company through and including Closing have been approved, reserved against, and entered upon the books and the Closing Balance Sheet; (vi) all monies required to be withheld by the Company from employees, independent contractors, or others, if any, or collected from customers for income taxes, social security and unemployment insurance taxes and sales, excise and use taxes, and the portion of any such taxes to be paid by the Company to governmental agencies or set aside in accounts for such purpose have been approved, reserved against and entered upon the books and the Closing Balance Sheet.
Sample 1
Company Tax Status. The Company shall provide Zix with a valid reseller tax certificate for each state in the United States in which the Company will be marketing Zix Software/Service. If a valid reseller tax certificate is not received by Zix for any state into which the Company sells Zix Software/Service, the Company will be responsible for paying all applicable sales and use tax in that state in the United States. For clarity, an Appointed Sub-Reseller is not required to provide Zix with a reseller tax certificate.
Sample 1

Related to Company Tax Status

  • Tax Status Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

  • Federal Tax Status Commencing with its taxable year ended December 31, 2013, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and will continue to operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2019 and thereafter. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization and current and proposed method of operation (inasmuch as they relate to the Company’s qualification and taxation as a REIT) set forth in the Registration Statement and the Prospectus are accurate and fair summaries of the legal or tax matters described therein in all material respects. Each of the Company’s direct or indirect corporate subsidiaries will qualify as a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code. The Operating Partnership will be treated as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes.

  • 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.

  • Tax Status of Option This Option is intended to have the tax status designated in the Grant Notice.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Adverse Tax Consequences Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a corporation for Federal income tax purposes. In addition, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any conversion of LTIP Units into Partnership Common Units, any other acquisition of Partnership Units by the General Partner or any acquisition of Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) based on the advice of counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981.

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • 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.

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