Disregarded Entities. The Borrower shall not file any election or take any position to be other than a “disregarded entity” for U.S. tax purposes.
Disregarded Entities. If the Subscriber is treated as a “disregarded entity” for US federal income tax purposes within the meaning of US Treasury Regulation Section 301.7701-2(c) (e.g., a single member limited liability company), and the signatory for the Subscriber and the owner of the Interests for US federal income tax purposes are the same person, its signature will bind it both in its capacity as authorized signatory and owner. This Subscription Agreement contains a pre-dispute arbitration provision in Section III. The following paragraph is applicable to a Subscriber (or, in the case of a Subscriber treated as a disregarded entity (within the meaning of US Treasury Regulation Section 301.7701-2(c)), a grantor trust (pursuant to IRS Code Sections 671-679) or otherwise not the owner of Interests for US federal income tax purposes, the following paragraph is applicable to person(s) treated as the owner(s) of Interests for US federal income tax purposes) that does not provide a completed IRS Form W-9: I certify under penalties of perjury that: (1) The TIN shown on this form is my correct TIN (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, (3) I am a U.S. citizen or other U.S. person (as defined below) and (4) the FATCA code(s) provided in this Subscription Agreement (if any) indicating that I am exempt from FATCA reporting is correct. For US federal tax purposes, you are considered a U.S. person if you are: (1) an individual who is a U.S. citizen or U.S. resident alien; (2) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; (3) an estate (other than a foreign estate); or (4) a domestic trust (as defined in US Treasury Regulations Section 301.7701-7).
Disregarded Entities. Each of Gadsden Holdings and Gadsden Realty Investments shall at all times be wholly owned subsidiaries (direct or indirect) of OPCO and treated as disregarded entities for income tax purposes.
Disregarded Entities. If you are treated for US federal income tax purposes as a “disregarded entity” within the meaning of US Treasury Regulation Section 301.7701-2(c), you hereby represent and warrant that the person treated for US federal income tax purposes as the ultimate beneficial owner of your Fund Interest has signed this Subscription Agreement in the place provided in the attached Signature Page, and by signing this Subscription Agreement, such person hereby agrees that the covenants and agreements of the Subscriber contained in this Subscription Agreement shall be binding upon such person to the same extent as if made directly by such person to GS, the Fund and the Manager. If you have not provided an executed copy of such Signature Page you hereby represent that you are not a disregarded entity, as described above.
Disregarded Entities. Each of Borrower, Mortgage Borrower, Maryland Owner and the Other Mezzanine Borrowers (as used in this Section 5.1.10, the “Disregarded Entities”) shall be entities whose separate existence from the first corporation treated as such for Federal income tax purposes above the Disregarded Entities in the vertical chain of ownership of such entities is disregarded for Federal income tax purposes.
Disregarded Entities. Each of Merger Sub and Merger Sub II is disregarded as an entity separate from Acquirer within the meaning of Treasury Regulations Section 1.368-2(b)(1)(i)(A).
Disregarded Entities. If the Subscriber (or, in the case of an investment through a Representative Subscriber, the Underlying Investor) is treated as a “disregarded entity” for US federal income tax purposes within the meaning of US Treasury Regulation Section 301.7701-2(c) (e.g., a single member limited liability company), and the signatory for the Subscriber and the ultimate beneficial owner of the Fund Interest for US federal income tax purposes are the same person, such person’s signature will bind it and the Subscriber in both its capacity as authorized signatory and ultimate beneficial owner. If, however, the signatory and the owner are not the same person, the person treated for US federal income tax purposes as the ultimate beneficial owner of the Fund Interest must also sign this Signature Page in part ②, on the following page.
Disregarded Entities. No member of the Seller Group has made an election or has taken any action that would cause a LLC Subsidiary to be treated as anything other than an entity disregarded as separate from its owner for U.S. federal income tax purposes pursuant to Treasury Regulation section 301.7701-3, and the appropriate members of the Seller Group have filed and will file all federal income Tax Returns and relevant state income Tax Returns in a manner consistent with the disregarded status of each LLC Subsidiary.
Disregarded Entities. To the knowledge of the Seller and its Affiliates (other than Panda I, Panda II and PLC), each of Panda I, Panda II and PLC constitutes a “disregarded entity” within the meaning of Treasury Regulation Section 301.7701-3(b)(1)(ii).
Disregarded Entities. If the Company holds an ownership interest in any entity (including a Subsidiary) that is disregarded under Regulations Sections 301.7701-1 and 301.7701-2, this Section 7 and other tax-related provisions of this Agreement (including those related to determining book basis and Net Profit and Net Losses) will be construed accordingly. Among other things, Net Profit and Net Losses will be computed on a consolidated basis as if all activity of the disregarded entity were conducted by the Company, and property and assets of the disregarded entity will be treated as if property and assets of the Company.
