Lease Characterization Sample Clauses

Lease Characterization. Lessor and Lessee agree that the terms of this Lease create an operating lease for federal and state income tax purposes. Consistent with the foregoing, Lessor intends to retain all tax benefits associated with this Lease and Lessee agrees not to take an inconsistent position on its federal or state income tax filings. If any action taken by one party under this Lease causes this Lease to be ultimately determined by any taxing authority not to be an operating lease, that party shall indemnify the other party for any resulting increase in the other party's federal or state income tax liability for any period.
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Lease Characterization. A. Lessor and Lessee intend that: (i) this Lease constitutes a lease of all, but not less than all, of the Property and that Lessor and Lessee have executed and delivered this Lease with the understanding that this Lease constitutes a unitary, unseverable instrument pertaining to all, but not less than all, of the Property; (ii) this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (iii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord and tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained herein. X. Xxxxxx and Lessee acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, is less than the remaining economic life of the Property. C. Lessee waives any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waives any claim or defense which asserts that this Lease is anything other than a true lease. Lessee covenants and agrees that it will not assert that this Lease is anything but a true lease. Lessee stipulates and agrees not to challenge the validity, enforceability or characterization of the lease of the Property as a true lease and further stipulates and agrees that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessee shall support the intent of the parties that the lease of the Property pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. D. Lessee waives any claim or defense based upon the characterization of this Lease as anything other than a lease of the Property and irrevocably waives any claim or defense which asserts that this Lease is anything other than a lease. Lessee covenants and agrees that it will not assert that this Lease is anything but a unitary, unseverable instrument pertaining to the lease of all, but not less ...
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Lease Characterization. Lessor and Lessee intend that (a) this Lease is a “true lease” for federal and state income tax purposes, is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (b) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between Lessor and Lessee, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (de facto or de jure) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way responsible for the debts, obligations or losses of Lessee.
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Lease Characterization. Landlord and Tenant acknowledge and agree that (i) Landlord owns, or leases from a Lessor, each of the Premises (and all additions or alterations to such Premises), (ii) this Lease is a lease or a sublease of each of the Premises, (iii) Landlord shall be treated as the owner or lessee of each of the Premises for all purposes, including, without limitation, federal and state tax purposes and (iv) Landlord and Tenant shall report their income and deductions in accordance with such federal and state tax characterization. Landlord and Tenant (i) acknowledge that Section 467 of the Internal Revenue Code of 1986, as amended, applies to this Lease and (ii) agree that during the initial Term of this Lease they shall, for federal income tax purposes only, apply the Base Rent paid by Tenant hereunder in accordance the Section 467 Agreement dated August 14, 2001, between Landlord and Tenant, as the same may be amended, supplemented, restated or replaced from time to time.
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Lease Characterization. Exhibits Exhibit A: Certain Defined Terms Exhibit B: Form of Certificate of Lessee [and Guarantor] Exhibit C: Form of Guarantee Exhibit D: Choice of Law Agreement Schedule 1.3 Wire Transfer Instructions of the Lessor Schedule 2.1 Satellite Relocation, Acceptance and Test Plan Schedule 2.3 Lessee's TT&C Facilities and Services Schedule 3.8 Reporting Schedule Schedule 3.12 Officers and Directors Placing Securities in Escrow Schedule 5.1 and 5.2 Government Approvals and Consents to Relocate the Satellite and Consummate the Lease Transactions Schedule 10.1 AMSC Consents Schedule 10.2 AMSC Parent Consents Schedule 12.1(d) Lessee Consents Schedule 12.1(e) Founders and Their Ownership Interests SATELLITE LEASE AGREEMENT This SATELLITE LEASE AGREEMENT ("Lease") is made as of the 2nd day of December, 1997, by and among AMSC Subsidiary Corporation, a corporation incorporated under the laws of Delaware, with offices located at 00000 Xxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxx 00000-0000 ("AMSC" or "Lessor"); American Mobile Satellite Corporation, a Delaware corporation ("AMSC Parent"); and African Continental Telecommunications Ltd., a Gibraltar company ("Lessee"). Capitalized terms used in this Lease and not defined elsewhere in this Lease shall have the meanings set forth in Exhibit A. ---------
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Lease Characterization. The parties agree that the lease of the ----------------------- Satellite by the Lessor to the Lessee shall be characterized for purposes of all applicable law as an operating lease. Notwithstanding any provisions expressed in or implied by this Lease, property in and title to the Satellite shall at no time pass to the Lessee and the Satellite shall at all times remain the property of the Lessor. The Lessee shall take all actions and execute all documents as may reasonably be requested by the Lessor to implement the intention of this Section 13.14. ~~ end of page ~~ [signatures appear on next page]
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Lease Characterization. Nothing contained in any Amendment ---------------------- Document shall constitute a change of character of the Master Lease into any other type of transaction. Lessee hereby waives any right to assert in any proceeding or litigation that any lease described in the Master Lease is a conditional or disguised sale, a secured transaction covered under Article or Section 9 of the Uniform Commercial Code, or any form of transaction other than a true lease.
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Lease Characterization 
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Related to Lease Characterization

  • 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.

  • Characterization (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Collateral Agent for all representations, warranties and covenants made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Collateral Agent or any assignee thereof of any obligation of Seller or the Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or the Originator. (b) The Seller hereby grants to the Collateral Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights under the Receivables Sale Agreement and all proceeds of any thereof to secure the prompt and complete payment of the Aggregate Unpaids. After an Amortization Event, the Collateral Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller represents and warrants that each remittance of Collections to the Collateral Agent, any Managing Agent or any Purchaser hereunder has been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

  • 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.

  • 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.

  • 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.

  • Characterization of Receivables Each Receivable constitutes either “tangible chattel paper,” “electronic chattel paper,” an “account,” an “instrument,” or a “general intangible,” each as defined in the UCC.

  • DESCRIPTION OF CONTRACT MODIFICATION This contract modification is made in accordance with Exhibit E-Revised-1, Contractual Terms and Conditions, Section 22. CHANGES, to be made part hereof for all pertinent purposes. The changes are as follows:

  • Requirement and Characterization of Distributions Subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may cause the Partnership to distribute such amounts, at such times, as the General Partner may, in its sole and absolute discretion, determine, to the Holders as of any Partnership Record Date: (i) first, with respect to any Partnership Units that are entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date); and (ii) second, with respect to any Partnership Units that are not entitled to any preference in distribution, in accordance with the rights of Holders of such class(es) of Partnership Units, as applicable (and, within each such class, among the Holders of each such class, pro rata in proportion to their respective Percentage Interests of such class on such Partnership Record Date). Distributions payable with respect to any Partnership Units, other than any Partnership Units issued to the General Partner in connection with the issuance of REIT Shares by the General Partner, that were not outstanding during the entire quarterly period in respect of which any distribution is made shall be prorated based on the portion of the period that such Partnership Units were outstanding. The General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the General Partner’s qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the General Partner, for so long as the General Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by the General Partner, eliminate any U.S. federal income or excise tax liability of the General Partner. Notwithstanding anything in the forgoing to the contrary, a Holder of LTIP Units will only be entitled to distributions with respect to an LTIP Unit as set forth in Article 16 hereof and in making distributions pursuant to this Section 5.1, the General Partner of the Partnership shall take into account the provisions of Section 16.4 hereof.

  • Characterization of Payments It is the intention of the parties to this Agreement that payments made pursuant to this Agreement are to be treated as relating back to the Distribution as an adjustment to capital (i.e., capital contribution or distribution), and the parties shall not take any position inconsistent with such intention before any Tax Authority, except to the extent that a final determination (as defined in Section 1313 of the Code) with respect to the recipient party causes any such payment not to be so treated.

  • CONTRACT MODIFICATION The following is adopted as the new CTC for the Contract effective December 29, 2022:

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