OWNERSHIP FOR TAX PURPOSES. Seller agrees that, for purposes of federal and other taxes based on income, Seller will be treated as the owner of the Escrow Fund and that Seller will report all income, if any, that is earned on, or derived from, the Escrow Fund as its income in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.
OWNERSHIP FOR TAX PURPOSES. The Shareholder agrees that, for purposes of federal and other taxes based on income, the Shareholder will be treated as the owner of the Escrow Shares, respectively, and that it will report all income, if any, that is earned on, or derived from, the Escrow Shares as its income, in such proportions, in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.
OWNERSHIP FOR TAX PURPOSES. Sellers agrees that, for purposes of federal and other taxes based on income, Sellers will be treated as the owner of the Stock Escrow Fund and that Sellers will report all income, if any, that is earned on, or derived from, the Stock Escrow Fund as its income in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.
OWNERSHIP FOR TAX PURPOSES. The Owner Trust will not take any -------------------------- position inconsistent with its ownership of the Vessel Interest for U.S. federal, state, or local income tax purposes.
OWNERSHIP FOR TAX PURPOSES. Each of Purchaser and Sellers agree that, solely for purposes of United States federal and other taxes based on income, and for no other purpose, Sellers shall be treated as the owners of the Escrow Corpus and that Sellers shall report the income, if any, that is earned on, or deemed earned upon, or derived from, the Escrow Corpus as income, if any, in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.
OWNERSHIP FOR TAX PURPOSES. For purposes of federal and other taxes based on income, Seller will be treated as owner of the Escrow Fund and shall report all income, if any, that is earned on, or derived from, the Escrow Fund as its income and in the taxable year or years in which such income is properly includible, and pay any taxes attributable thereto. All interest or other income earned under the Escrow Agreement shall be allocated to Seller and reported, to the extent required by law, by the Escrow Agent to the IRS or any other taxing authority, as applicable, on IRS form 1099 or 1042S (or other appropriate form) as income earned from the Escrow Fund by the Seller whether or not said income has been distributed during the year. Any other tax returns required to be filed will be prepared and filed by the Seller with the IRS and any other taxing authority as required by law including but not limited to any applicable reporting or withholding pursuant to the Foreign Investment in Real Property Tax Act (“FIRPTA”). The parties hereto acknowledge and agree that the Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return or any applicable FIRPTA reporting with respect to the Escrow Fund. The Escrow Agent shall withhold any taxes it deems appropriate, including but not limited to required withholding in the absence of proper tax documentation, and shall remit such taxes to the appropriate authorities as it determines may be required by any law or regulation in effect at the time of the distribution.
OWNERSHIP FOR TAX PURPOSES. GRANT OF SECURITY INTEREST; USURY SAVINGS:
(a) For income tax purposes, Lessor will treat Lessee as the owner of the Equipment. Accordingly, Lessor agrees (1) to treat Lessee as the owner of the Equipment on Lessor's Federal income tax return, (2) not to take actions or positions inconsistent with such treatment on or with respect to its federal income tax return, and (3) not claim any tax benefits available to an owner of the Equipment on or with respect to its Federal income tax return. The foregoing undertakings by Lessor shall not be violated by Lessor's taking a tax position through inadvertence so long as such inadvertent tax position is reversed by Lessor promptly upon its discovery. Lessor shall in no event be liable to Lessee if Lessee fails to secure any of the tax benefits available to Lessee as the owner of the Equipment except to the extent that such failure is caused by Lessor's gross negligence or willful misconduct.
(b) In order to secure the prompt payment of the Rent and all of the other amounts from time to time outstanding under and with respect to the Schedules, and the performance and observance by Lessee of all the agreements, covenants and provisions thereof (including, without limitation, all of the agreements, covenants and provisions of the Agreement that are incorporated therein), Lessee hereby grants to Lessor a first priority security interest in the Equipment leased under the Schedules, together with all additions, attachments, accessories and accessions thereto whether or not furnished by the supplier of the Equipment and any and all substitutions, replacements or exchanges therefor, in each such case in which Lessee shall from time to time acquire an interest, and any and all insurance and/or other proceeds (but without power of sale) of the property in and against which a security interest is granted hereunder.
(c) It is the intention of the parties hereto to comply with any applicable usury laws to the extent that any Schedule is determined to be subject to such laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in any Schedule or this Agreement, in no event shall any Schedule require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged or received under any Schedule or this Agreement, or in the event that all of the principal balance shall be prepaid, so that under any of such c...
OWNERSHIP FOR TAX PURPOSES. Each of Buyer and Shareholder Representative agrees that, for purposes of United States federal and other taxes based on income, Shareholder Representative shall be treated as the owner of the Escrow Funds and shall report the income, if any, that is earned on, or derived from, the Escrow Funds as its income, in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.
OWNERSHIP FOR TAX PURPOSES. The Parties agree that, for purposes of federal, state and other taxes based on income, the GCSI Stockholders will be treated as the owner of the Escrow Fund, and that the GCSI Stockholders will report all income, if any, that is earned on, or derived from, the Escrow Fund as its income in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.
OWNERSHIP FOR TAX PURPOSES. (a) The parties agree that, for purposes of federal and other taxes based on income, prior to the Closing Buyer will be treated as the owner of the Escrow Fund, and that for such period Buyer will report all income, if any, that is earned on, or derived from, the Escrow Fund as its income, in such proportions, in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.
(b) The parties agree that, for purposes of federal and other taxes based on income, after the Closing Sellers will be treated as the owners of the Escrow Fund, and that for such period Sellers will report all income, if any, that is earned on, or derived from, the Escrow Fund as their income, in such proportion, in the taxable year or years in which such income is properly includible and pay any taxes attributable thereto.
