No UBTI; ECI Sample Clauses

No UBTI; ECI. The Company shall not, directly or through any pass-through entity in which it holds an interest, engage in any transaction or activity that shall cause its Unitholders, or any of such Unitholder’s limited partners, which, in the case of clause (i), are exempt from income taxation under Section 501(a) of the Code, or, in the case of clause (ii), are non-U.S. persons, to recognize (i) unrelated business taxable income, as defined in Section 512 and Section 514 of the Code, that is taxable to such Persons under Section 511 of the Code or (ii) income that is or is deemed to be “effectively connected” with a U.S. trade or business, as defined in Section 864(b) of the Code or income received directly or indirectly from a commercial activity within the meaning of Section 892(a)(2) of the Code.
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No UBTI; ECI. (a) The LLC shall use best efforts to operate and cause its Subsidiaries to operate in a manner that will not cause any Unitholder (or any direct or indirect equity owner thereof), subject to Section 511 of the Code, to recognize unrelated business taxable income under Section 512 of the Code or unrelated debt-financed income under Section 514 of the Code. The LLC shall not invest in or own any other entity that is tax-transparent for U.S. federal income tax purposes unless such entity is subject to similar restrictions regarding unrelated business taxable income.
Sample 1
No UBTI; ECI. (a) The LLC shall use best efforts to operate and cause its Subsidiaries to operate in a manner that will not cause any Unitholder (or any direct or indirect equity owner thereof), subject to Section 511 of the Code, to recognize unrelated business taxable income under Section 512 of the Code or unrelated debt-financed income under Section 514 of the Code. The LLC shall not invest in or own any other entity that is tax-transparent for U.S. federal income tax purposes unless such entity is subject to similar restrictions regarding unrelated business taxable income. (b) The LLC shall use best efforts to conduct its affairs so that its direct foreign Unitholders (or any direct or indirect foreign equity owner of any Unitholder) will not be treated as engaged in a trade or business, and will not recognize income which is, or is treated as, effectively connected with the conduct of a U.S. trade or business for purposes of Sections 864, 881,882, 884, 897 or 1446 of the Code solely as a result of the LLC’s activities or investments. The LLC shall also use its reasonable best efforts to conduct its affairs so that any of its direct foreign Unitholders (or any direct or indirect foreign equity owner of any Unitholder) that is entitled to the benefits of Section 892 of the Code will not be treated as engaged in a “commercial activity” within the meaning of Code Section 892 solely as a result of the LLC’s activities or investments. In furtherance thereof, the LLC will use reasonable best efforts not to: (i) acquire or own an interest or option to acquire an equity interest in any partnership, limited liability company, trust or other entity which is not treated as a corporation for United States tax purposes, other than an interest solely as a creditor, unless (A) the LLC determines, after consultation with counsel to the LLC, that such proposed acquisition (and in the case of an acquisition of an option to acquire an equity interest, the acquisition of such equity interest upon exercise of the option) is not likely to cause its direct foreign Unitholder (or any direct or indirect foreign equity owner of any Unitholder) to be treated as engaged in a U.S. trade or business within the meaning of the Code Sections specified in the preceding sentence and (B) such entity agrees to be bound contractually by restrictions substantially similar to those set forth in this paragraph or (ii) engage in or hold itself out as engaging in the performance of services for compensation...
Sample 1

Related to No UBTI; ECI

  • No U S. federal or state agency or any agency of any other jurisdiction has made any finding or determination as to the fairness of the terms of the Offering for investment nor any recommendation or endorsement of the Debentures.

  • No Usury Borrower and Lender intend at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under state law) and that this Section 10.17 shall control every other agreement in the Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or any other Loan Document, or contracted for, charged, taken, reserved or received with respect to the Debt, or if Lender’s exercise of the option to accelerate the maturity of the Loan or any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender shall be credited against the unpaid Principal and all other Debt (or, if the Debt has been or would thereby be paid in full, refunded to Borrower), and the provisions of the Loan Documents immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. Notwithstanding anything to the contrary contained in any Loan Document, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

  • No Undisclosed Liabilities Local Church has, and at the Disaffiliation Date will have, no debts, liabilities, commitments, or obligations of any nature, absolute, accrued, contingent or otherwise, relating to its business, other than those which (a) are fully reflected or reserved against on the Financial Statements (defined below) or (b) have been incurred since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business in amounts and for terms consistent, individually and in the aggregate, with the past practices of its business. Except as shown in the Financial Statements, the Local Church is not directly or indirectly liable upon or with respect to (by discount, repurchase agreements or otherwise), or obliged in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any other party, except endorsements in the ordinary course of business in connection with the deposit, in banks or other financial institutions, of items for collection.

  • No Untrue Statements No statement by Seller contained in this Agreement and no written statement contained in any certificate or other document required to be furnished by Seller, or any officer, or other agent of Seller to Buyer pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements therein contained not misleading.

  • No Unlawful Influence The Company has not offered, or caused the Underwriters to offer, the Units to any person or entity with the intention of unlawfully influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable information about the Company or any such affiliate.

  • No Undisclosed Relationships No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

  • NO ORAL AGREEMENTS THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

  • NO ORAL AGREEMENT THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

  • No Undisclosed Liabilities or Events To the best of the Company's knowledge, the Company has no liabilities or obligations other than those disclosed in the Transaction Documents or the Company's SEC Documents or those incurred in the ordinary course of the Company's business since the Last Audited Date, or which individually or in the aggregate, do not or would not have a Material Adverse Effect. No event or circumstances has occurred or exists with respect to the Company or its properties, business, operations, condition (financial or otherwise), or results of operations, which, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Company but which has not been so publicly announced or disclosed. There are no proposals currently under consideration or currently anticipated to be under consideration by the Board of Directors or the executive officers of the Company which proposal would (x) change the articles or certificate of incorporation or other charter document or by-laws of the Company, each as currently in effect, with or without shareholder approval, which change would reduce or otherwise adversely affect the rights and powers of the shareholders of the Common Stock or (y) materially or substantially change the business, assets or capital of the Company, including its interests in subsidiaries.

  • No Untrue Information Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading;

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