Common use of Pass-Through Entity Clause in Contracts

Pass-Through Entity. The transferee of the Residual Interest either (i) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (that entity, a “Pass-Through Entity”) or (ii) is a Pass-Through Entity, but (A) after giving effect to the transaction, less than 50 percent of the value of each beneficial ownership interest in the Pass-Through Entity is attributable to the entity’s interest in the Issuer or (B) the purpose of using the tiered arrangement was not to avoid the purposes of Section 1.7704-1(h) of the Treasury Regulations;

Pass-Through Entity. The transferee of the Residual Interest either (i) is not (or, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a), its owner is not), for federal income tax purposes, a partnership, grantor trust, or S Corporation (as defined in the Code) (that entity, a “"Pass-Through Entity”") or (ii) is a Pass-Through Entity, but (A) after giving effect to the transaction, less than 50 percent of the value of each beneficial ownership interest in the Pass-Through Entity is attributable to the entity’s 's interest in the Issuer or (B) the purpose of using the tiered arrangement was not to avoid the purposes of Section 1.7704-1(h) of the Treasury Regulations;