Publicly Traded Partnership Matters Sample Clauses

Publicly Traded Partnership Matters. Such Partner is acquiring its Interest for its own account and is the sole beneficial owner thereof for U.S. federal income tax purposes. If such Partner is a disregarded entity for U.S. federal income tax purposes, (A) such Partner makes the representations, warranties and covenants in this Section 14.8 on behalf of its owner for U.S. federal income tax purposes and (B) the equity interests in such Partner will not be transferred directly or indirectly in a transaction that is treated for U.S. federal income tax purposes in whole or in part as a transfer of Interests if such transaction causes the Partnership to be unable to rely on the safe harbor described in Treasury Regulations Section 1.7704-1(h), (iii) either (1) such Partner is not, for U.S. federal income tax purposes, a partnership, trust, estate or “S Corporation” as defined in the Code (in each case a “Pass-Through Entity”) or (2) such Partner is, for U.S. federal income tax purposes, a Pass-Through Entity, and within the meaning of Treasury Regulations Section 1.7704-1 (A) it is not a principal purpose of the use of the tiered arrangement involving such Partner to permit the Partnership to satisfy the 100-partner limitation described in Treasury Regulations Section 1.7704-1(h)(1)(ii) or (B) at no time during the term of the Partnership will substantially all of the value of a beneficial owner’s interest in such Partner (directly or indirectly) be attributable to such Partner’s ownership of its Interest and (iv) such Partner has not transferred and will not transfer its Interest on or through (x) an established securities market or (y) a secondary market or the substantial equivalent thereof, all within the meaning of Code Section 7704(b).
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Publicly Traded Partnership Matters. Such Partner is acquiring its Interest for its own account and is the sole beneficial owner thereof for U.S. federal income tax purposes. If such Partner is a disregarded entity for U.S. federal income tax purposes, (A) such Partner makes the representations, warranties and covenants in this Section 14.8 on behalf of its owner for U.S. federal income tax purposes and (B) the equity interests in such Partner will not
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Publicly Traded Partnership Matters. The Transfer would not cause the LLC to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code.
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Publicly Traded Partnership Matters. Either (a) such Member is not, for U.S. federal income tax purposes, a partnership, trust, estate or “S Corporation” as defined in the Code (in each case a “Pass-Through Entity”) or (b) such Member is, for U.S. federal income tax purposes, a Pass-Through Entity, and within the meaning of Treasury Regulations Section 1.7704-1, (i) it is not a principal purpose of the use of the tiered arrangement involving such Member to permit the Company to satisfy the 100-partner limitation described in Treasury Regulations Section 1.7704-1(h)(1)(ii) or (ii) at no time during the term of the Company will substantially all of the value of a beneficial owner’s interest in such Member (directly or indirectly) be attributable to such Member’s ownership of its Units, and such Member has not Transferred and will not Transfer its Unit on or through (A) an established securities market or (B) a secondary market or the substantial equivalent thereof, all within the meaning of Section 7704(b) of the Code.
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Related to Publicly Traded Partnership Matters

  • Publicly Traded Stock The Parties agree that nothing contained in this Agreement shall be construed to prohibit Employee from investing Employee’s personal assets in any stock or corporate security traded or quoted on a national securities exchange or national market system provided, however, such investments do not require any services on the part of Employee in the operation or the affairs of the business or otherwise violate the Company’s Code of Ethics.

  • Disregarded Entity For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) . . . THEN check the box for . . . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

  • Exchange-Traded Funds BlackRock ETF Trust All Series BlackRock ETF Trust II All Series iShares Trust All Series iShares, Inc. All Series iShares U.S. ETF Trust All Series This Schedule B is amended to exclude any Acquired Fund that is at the time included on the list of funds that are not permissible as Acquired Funds (the “Ineligible Funds”) and is supplemented to include Acquired Funds that are subject to certain additional terms of investment as set forth in the Agreement (the “Enumerated Funds”), along with related requirements (the “12d1-4 List”), all such additional terms and requirements being deemed incorporated by reference into the Agreement, which is maintained at xxxxx://xxx.xxxxxxx.xxx/us/literature/shareholder-letters/blackrock-12d1-4-list.pdf, as such site is amended, supplemented or revised and in effect from time to time. SCHEDULE C: Notice for Acquiring Funds Xxxxxxxx Xxxxxxxx, Assistant Vice President and Counsel c/o Voya Investment Management 0000 X. Xxxxxxxxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Email: Xxxxxxxx.Xxxxxxxx@xxxx.xxx With a copy to: Xxxxxx X. Xxxxxx, Vice President and Senior Counsel Attn: Legal Dept. 0000 X. Xxxxxxxxxx Xxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Email: Xxxxxx.Xxxxxx@xxxx.xxx

  • S Corporation The Company has not made an election to be taxed as an "S" corporation under Section 1362(a) of the Code.

  • PFIC Neither the Company nor any Subsidiary is or intends to become a “passive foreign investment company” within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.

  • Public Utility Holding Company Act Neither the Company nor any of its Subsidiaries is a "holding company", or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Investment Company Act; Public Utility Holding Company Act Neither the Borrower nor any Subsidiary is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

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