Listed Transactions; Prohibited Tax Shelter Transactions Sample Clauses

Listed Transactions; Prohibited Tax Shelter Transactions. The General Partner shall use commercially reasonable efforts to cause the Fund not to invest, directly or indirectly, in any investment that, to the knowledge of the General Partner, constitutes a “listed transaction” as defined in Regulations Section 1.6011-4(b)(2) or “reportable transaction” as defined in Regulations Section 1.6011-4(b)(1). If the General Partner reasonably determines that the Fund has engaged in one of the foregoing transactions, the General Partner shall provide the affected Limited Partners with notice thereof and, at the request of an affected Limited Partner and at such Limited Partner’s expense, render reasonable assistance to such Limited Partner in preparing and filing IRS Form 8886 (Reportable Transaction Disclosure Statement) and such other forms as may be required by such Limited Partner on account of such transaction. The General Partner shall cause the Fund not to engage, directly or indirectly, in a transaction that, as of the date the Fund enters into a binding contract to engage in such transaction, would cause a Limited Partner subject to the excise tax in Section 4965 of the Code to be treated as a party to a “prohibited tax shelter transaction” for purposes of Section 4965 of the Code. If the General Partner reasonably determines that the Fund has engaged, directly or indirectly, in a transaction that is a prohibited tax shelter transaction, the General Partner shall promptly notify the affected Limited Partners of such determination and permit such Limited Partners to be excused from participating in such transaction or having any economic rights or liabilities associated with such transaction.
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Listed Transactions; Prohibited Tax Shelter Transactions. 15.5.1 The General Partner shall use commercially reasonable efforts to cause the Fund not to invest, directly or indirectly, in any investment that, to the knowledge of the General Partner, constitutes a “listed transaction” as defined in Regulations Section 1.6011-4(b)(2) or “reportable transaction” as defined in Regulations Section 1.6011-4(b)(1). If the General Partner reasonably determines that the Fund has engaged in one of the foregoing transactions, the General Partner shall provide the affected Limited Partners with notice thereof and, at the request of an affected Limited Partner and at such Limited Partner’s expense, render reasonable assistance to such Limited Partner in preparing and filing IRS Form 8886 (Reportable Transaction Disclosure Statement) and such other forms as may be required by such Limited Partner on account of such transaction. 15.5.2 The General Partner shall cause the Fund not to engage, directly or indirectly, in a transaction that, as of the date the Fund enters into a binding contract to engage in such transaction, would cause a Limited Partner subject to the excise tax in Section 4965 of the Code to be treated as a party to a “prohibited tax shelter transaction” for purposes of Section 4965 of the Code. If the General Partner reasonably determines that the Fund has engaged, directly or indirectly, in a transaction that is a prohibited tax shelter transaction, the General Partner shall promptly notify the affected Limited Partners of such determination and permit such Limited Partners to be excused from participating in such transaction or having any economic rights or liabilities associated with such transaction.and documents as are necessary or desirable for such person to make appropriate tax filings pursuant to the Tax Act or any other applicable Canadian tax legislation with respect to that Fiscal Year. Subject to Section 14.17 (Income Tax Elections and Information Returns.), the General Partner shall file or cause to be filed, on behalf of itself and the Limited Partners, annual Fund information returns and any other information required to be filed under the Tax Act and any other applicable Canadian tax legislation in respect of Fund matters. At the request and expense of any Limited Partner, the General Partner shall use reasonable efforts to assist the requesting Limited Partner in connection with making, or providing information for the requesting Limited Partner to make, any filings, applications or elections ne...
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Related to Listed Transactions; Prohibited Tax Shelter Transactions

  • Plan Assets; Prohibited Transactions The Borrower is not an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the making of Credit Extensions hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

  • Prohibited Transactions Since the earlier of (a) such time as such Investor was first contacted by the Company or any other Person acting on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor nor any Affiliate of such Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Investor’s investments or trading or information concerning such Investor’s investments, including in respect of the Securities, or (z) is subject to such Investor’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the 0000 Xxx) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a “Prohibited Transaction”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline, such Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction. Such Investor acknowledges that the representations, warranties and covenants contained in this Section 5.11 are being made for the benefit of the Investors as well as the Company and that each of the other Investors shall have an independent right to assert any claims against such Investor arising out of any breach or violation of the provisions of this Section 5.11.

  • What if a Prohibited Transaction Occurs If a “prohibited transaction”, as defined in Section 4975 of the Internal Revenue Code, occurs, the Xxxxxxxxx Education Savings Account could be disqualified. Rules similar to those that apply to Traditional IRAs will apply.

  • What If I Engage in a Prohibited Transaction If you engage in a “prohibited transaction,” as defined in Section 4975 of the Internal Revenue Code, your account will be disqualified, and the entire balance in your account will be treated as if distributed to you and will be taxable to you as ordinary income. Examples of prohibited transactions are: a. the sale, exchange, or leasing of any property between you and your account; b. the lending of money or other extensions of credit between you and your account; or c. the furnishing of goods, services, or facilities between you and your account. If you are under age 59½, you may also be subject to the 10% penalty tax on early distributions in addition to ordinary income taxes.

  • No Prohibited Transactions None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any breach of fiduciary duty or non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company Group or any Employee Plan, or for which the Company Group has any indemnification obligation.

  • Not Plan Assets; No Prohibited Transactions None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

  • Reportable Transactions Neither Company nor any of its Subsidiaries has been a party to, or a material advisor with respect to, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b).

  • Reportable Transaction The Borrower does not intend to treat the Advances and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof.

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