Effectively Connected Income. The JV will use commercially reasonable efforts not to engage in a trade or business within the United States within the meaning of Section 864(b), 871(b) or 882 of the Code or incur income that is treated as being effectively connected to a trade or business within the United States under Section 897 of the Code.
Effectively Connected Income. The Subscriber understands that a direct investment in the Company by a foreign Subscriber will produce income that is effectively connected to a U.S. trade or business for U.S. federal income tax purposes.
Effectively Connected Income. Para- graph (a)(1) of this section will not apply if the transferee’s income from the residual interest is subject to tax under section 871(b) or section 882.
Effectively Connected Income. Unless otherwise agreed to by the Requisite Investor Managers, the Company shall conduct its affairs so as to (i) avoid having the Company be treated as engaged in a trade or business within the United States for purposes of Sections 875, 882, 884 and 1446 of the Code and (ii) conduct its affairs so that the Company does not invest in United States real property interests as that term is defined in Section 897 of the Code.
Effectively Connected Income. The Board of Directors shall cause the Company not to engage in any activity that would cause a Member (or any direct or indirect owner thereof, as applicable) that is not a United States person within the meaning of Code Section 7701(a)(30) to recognize, solely as a result of its status as a Member (or any direct or indirect owner thereof, as applicable) of the Company, income that is “effectively connected with the conduct of a trade or business within the United States” within the meaning of Code Section 864(c) of the Code, to be treated as engaged in a “trade or business within the United States” within the meaning of Section 864(b) of the Code, to be treated as engaged in “commercial activity” within the meaning of Section 892 of the Code, or own any interest treated as a “United States real property interest” within the meaning of Code Section 897(c).
Effectively Connected Income. With respect to any taxable period (or the portion thereof) ending on or before July 10, 2023 or during which the Company is not the sole beneficial owner of 100% of the equity interests in JerseyCo as determined for U.S. federal income tax purposes, the Company and JerseyCo shall use commercially reasonable efforts to conduct JerseyCo’s business operations (including the business operations of its Subsidiaries) in a manner (a) so that JerseyCo is not considered to be Engaged in a USTB, and (b) to the extent that the Company or JerseyCo determines that JerseyCo is Engaged in a USTB, that minimizes the allocable share of any taxable income or gain which is effectively connected with the conduct of a trade or business within the United States to any Shareholder (or its direct and indirect owners), including as a result of JerseyCo or any of its Subsidiaries (other than the U.S. Subsidiaries) having an office or other fixed place of business within the United States (as contemplated by Section 864(c)(4)(B)(iii) of the Code and the Treasury Regulations thereunder).
Effectively Connected Income. If interest or gain from the disposition of the New Second Lien PIK Notes is effectively connected with a Non-U.S. Holder’s conduct of a U.S. trade or business (and if an applicable treaty provides that such activity constitutes a “permanent establishment,”) the Non-U.S. Holder generally will be subject to U.S. federal income tax on the interest and gain on a net basis in the same manner as if it was a U.S. Holder. The 30% withholding tax on interest described above will not apply (assuming the Non-U.S. Holder provides the IRS Form W-8ECI), nor on payments of OID and PIK interest. In addition, a corporate Non-U.S. Holder may be subject to the branch profits tax on its effectively connected earnings and profits for the taxable year, subject to certain adjustments, at a rate of 30% (or at a reduced rate under an applicable income tax treaty or Treasury Regulations).
Effectively Connected Income. The Company agrees to use commercially reasonable efforts to make investments in a manner that would not cause any Member that is a foreign person within the meaning of the Code to be treated as engaged in the conduct of a U.S. trade or business for U.S. tax purposes or to realize income or gain that is treated as effectively connected with the conduct of a U.S. trade or business, solely as a result of such Member’s investment in the Company.
Effectively Connected Income. The Company will use reasonable best efforts not to engage in, or invest in any entity that is treated as a flow-through entity for U.S. federal income tax purposes that engages in, (a) any "commercial activity" as defined in Section 892(a)(2)(i) of the IRC or (b) transactions which will cause the Company to incur income that is effectively connected with a "trade or business within the United States" as defined in Section 864(b) of the IRC.
Effectively Connected Income. The Parties shall coordinate and cooperate reasonably and in good faith to review the anticipated tax consequences associated with the Development and Commercialization activities undertaken by the Parties (and their respective Affiliates) pursuant to this Agreement and structure such activities in a manner to minimize, to the extent permitted by Applicable Law, the income generated from activities that constitutes income effectively connected with a trade or business within the United States (within the meaning of Section 864 of the Tax Code) (“ECI”) or profits attributable to a permanent establishment or other similar taxable presence of either Party in any jurisdiction outside of the United States. Each Party, upon request, shall provide information to the other Party about the location and structure of its Development and Commercialization activities reasonably in connection with the foregoing
