Section 1374 Treatment; S Corporation Treatment Sample Clauses

Section 1374 Treatment; S Corporation Treatment. The Holders shall ----------------------------------------------- not take any position before any Governmental Entity or otherwise (including in any Income Tax Return) inconsistent with the treatment that no net recognized built-in gain (as defined in Section 1374 of the Code or any similar provisions of state and local Tax laws) results from any of the transactions contemplated by this Agreement or any prior transaction involving the Companies, the Subsidiaries, the Predecessor Entities or the LLCs, unless required to do so by applicable Tax laws pursuant to a Determination. Unless, in each case, required to do otherwise by applicable Tax laws pursuant to a Determination, none of the Holders, Positano, the Companies or any of the Subsidiaries shall take any action (including in connection with the filing of Returns) inconsistent with the treatment of (i) BSH and its Predecessor Entity as an S corporation for federal Income Tax purposes for all periods from October 1, 1987, to and including the Closing Date, (ii) SIG and its Predecessor Entity as an S corporation for all periods to and including the Closing Date, (iii) BSH's Predecessor Entity as an S corporation for Massachusetts Income Tax purposes for all periods from October 1, 1987, to and including the occurrence of the Reorganization, (iv) SIG's Predecessor Entity as an S corporation for Massachusetts Income Tax purposes for all periods to and including the occurrence of the Reorganization, (v) each Subsidiary (other than BSH LLC, SIG LLC, BSH Holding and SIG Holding) as a QSS Sub for all periods to and including the Closing Date for federal Income Tax purposes, (vi) each Subsidiary (other than BSH LLC, SIG LLC, BSH Holding and SIG Holding) as a QSS Sub for Massachusetts Income Tax purposes for all periods to and including the occurrence of the Reorganization and as a division for Massachusetts Income Tax purposes for all periods from the occurrence of the Reorganization to and including the Closing Date, (vii) BSH LLC, SIG LLC, BSH Holding, and SIG Holding as disregarded entities for all Income Tax purposes, (viii) each of BSH and SIG as a "corporate trust" for Massachusetts Income Tax purposes for all periods from the occurrence of the Reorganization to and including the Closing Date, (ix) BSH and SIG as the successor pursuant to a reorganization within the meaning of Code Section 368(a)(1)(F) to their respective Predecessor Entities, and (x) for all Income Tax purposes (other than federal and Ma...
Sample 1
AutoNDA by SimpleDocs

Related to Section 1374 Treatment; S Corporation Treatment

  • Reorganization Treatment Neither the Company nor any Company Subsidiary has taken or agreed to take any action that would prevent the Merger from constituting a reorganization qualifying under the provisions of Section 368(a) of the Code.

  • Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."

  • REIT Treatment The Company will use its best efforts to meet the requirements to qualify as a “real estate investment trust” under the Code for any taxable years that include any portion of the term of this Agreement.

  • Sale Treatment The Company has determined that the disposition of the Mortgage Loans pursuant to this Agreement will be afforded sale treatment for accounting and tax purposes;

  • Corporate Treatment The Board shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Company as a partnership for U.S. federal (and applicable state and local) income tax purposes. If, however, the Board determines, in its sole discretion, for any reason (including the proposal, formally or informally, of legislation that could affect the Company’s status as a partnership for U.S. federal and/or applicable state and local income tax purposes) that it is not in the best interests of the Company to be characterized as a partnership, the Board may take whatever steps, if any, are needed to cause the Company to be or confirm that the Company will be treated as an association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state and local) income tax purposes, including by making an election to be taxed as a “C” corporation pursuant to the Code (a “Change in Tax Classification”), without any approval or vote of the Members required, and to make such filings, including without limitation, a Form 8832 with the Service, and to undertake such actions as required to effect such Change in Tax Classification. At the time and following any Change of Tax Classification, the Board shall have the right, without any approval or vote of the Members being required, to amend this Agreement as reasonably required to effect the Change in Tax Classification and to provide for the operations of the Company following such event. Notwithstanding anything in this Agreement to the contrary, in the event U.S. federal (and/or applicable state and local) income tax laws, rules or regulations are enacted, amended, modified or applied after the date hereof in such a manner as to require or necessitate that the Company no longer be treated as a partnership for U.S. federal (and/or applicable state and local) income tax purposes, then the first sentence of this Section 8.7 shall no longer apply.

  • Tax-Free Reorganization Treatment The parties hereto intend that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Each of the parties hereto shall, and shall cause its respective subsidiaries to, use its reasonable best efforts to cause the Merger to so qualify.

  • Consistent Treatment Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (i) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (ii) the Tax Materials or (iii) the Intended Tax Treatment.

  • CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 2.2 [**]

  • Confidential Treatment The parties hereto understand that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Investment Manager, the Company or such persons the Investment Manager may designate in connection with the Fund. The parties also understand that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of securities which may not be bought or sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund.

  • Equal Treatment of Investors No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Investor by the Company and negotiated separately by each Investor, and is intended for the Company to treat the Investors as a class and shall not in any way be construed as the Investors acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

Time is Money Join Law Insider Premium to draft better contracts faster.