STATUS FOR REIT OWNERSHIP AND INCOME TESTS Sample Clauses

STATUS FOR REIT OWNERSHIP AND INCOME TESTS. At the Closing, applying the stock ownership rules of Code Section 856(h), Buyer will be treated as a corporation, and the Shares that it owns will be treated as owned proportionately by Buyer's policyholders (its "shareholders" for this purpose).
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STATUS FOR REIT OWNERSHIP AND INCOME TESTS. Following the Closing Date, and at all subsequent times during which the Investor or the Pecuniary Owner owns any of the Shares, applying the stock ownership rules of Section 856(h) of the Code, the representation set forth in Section 4.8 will remain true and correct.
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STATUS FOR REIT OWNERSHIP AND INCOME TESTS. At the Closing, each of MSRE and each MSAM Purchaser will own (assuming for purposes of this representation, only the Common At the Closing, the Common Shares owned by MSRE shall not exceed, on a fully-diluted basis, 5% of all outstanding Common Shares. At the Closing, and at all times thereafter, applying the stock ownership rules of Code Section 856(h), as in effect at the time of the Closing (a) MSRE will be treated as a corporation, and the Common Shares that it owns will be treated as owned proportionately by its shareholders and (b) no individual (or entity treated as an individual under Section 856(h) of the Code) will be considered as owning more than 9.8% of the Common Shares owned by MSRE. At the Closing, and at all times thereafter, applying the stock ownership rules of Code Section 856(h), as in effect at the time of the Closing, (a) MSRE will be treated as a corporation, and the Common Shares that it owns will be treated as owned proportionately by its shareholders and (b) the Common Shares that MSRE owns will not be considered to be owned by any individual (or entity treated as an individual under Section 856(h) of the Code) who after application of the stock ownership rules of Section 856(h) of the Code would own more than 9.8% of the lesser of the number or value of any outstanding class of Capital Stock.
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STATUS FOR REIT OWNERSHIP AND INCOME TESTS. At the Closing, each ------------------------------------------ of MSRE and each MSAM Purchaser will own (assuming for purposes of this representation, only the Common Shares purchased pursuant to this Agreement) on a fully-diluted basis Common Shares of Seller which shall not exceed the following percentages: MSRE 5.0%, Stichting Pensionfonds ABP 5.0%, Stichting Bedrijfspensioenfonds Voor De Metaalnijverheid 5.0%, Xxxxxx Xxxxxxx Real Estate Special Situations Fund I, L.P. 9.99%, and Xxxxxx Xxxxxxx Real Estate Special Situations Fund II, L.P. 9.99%. At the Closing, to the best of MSAM's knowledge, the purchase of the Common Shares by the MSAM Purchasers will not result in a "qualified trust" as defined in Code Section 856(h)(3) holding more than 25% in value of the Seller's outstanding stock. MSRE and/or the MSAM Purchasers are not purchasing the Common Shares, and will not hold any or all of the Common Shares so purchased, through any arrangement or entity that would be deemed, for federal income tax purposes, to be a partnership between MSRE and/or the MSAM Purchasers. The Common Shares that each MSAM Purchaser owns will not be considered to be owned by any individual (or entity treated as an individual under Section 856(h) of the Code, other than through the operation of Section 856(h)(3)(A)(ii)) who after application of the stock ownership rules of Section 856(h) of the Code would own more than 9.8% of the lesser of the number or value of any outstanding class of Capital Stock, unless, at the time of the Closing, such individual or entity is already considered to own, under Section 856(h) of the Code, 9.7% or more of the lesser of the number or value of such class of Capital Stock. At the Closing, the Common Shares owned by MSRE shall not exceed, on a fully-diluted basis, 5% of all outstanding Common Shares. At the Closing, and at all times thereafter, applying the stock ownership rules of Code Section 856(h), as in effect at the time of the Closing (a) MSRE will be treated as a corporation, and the Common Shares that it owns will be treated as owned proportionately by its shareholders and (b) no individual (or entity treated as an individual under Section 856(h) of the Code) will be considered as owning more than 9.8% of the Common Shares owned by MSRE. At the Closing, and at all times thereafter, applying the stock ownership rules of Code Section 856(h), as in effect at the time of the Closing, (a) MSRE will be treated as a corporation, and the Commo...
Sample 1
STATUS FOR REIT OWNERSHIP AND INCOME TESTS. Following the Closing, and at all subsequent times during which Buyer owns any of the Shares, applying the stock ownership rules of
Sample 1
STATUS FOR REIT OWNERSHIP AND INCOME TESTS. To the best of Investor's knowledge, the Common Shares that Investor will own on the Closing Date will not be considered to be owned by any individual (or entity treated as an individual under Section 856(h) of the Code, other than through the operation of Section 856(h)(3)(A)(ii)) who after application of the stock ownership rules of Section 856(h) of the Code would own more than 9.8% of the lesser of the number or value of any outstanding class of Capital Stock of Seller, unless, at the time of the Closing, such individual or entity is already considered to own, under Section 856(h) of the Code, 9.8% or more of the lesser of the number or value of such class of Capital Stock.
Sample 1
STATUS FOR REIT OWNERSHIP AND INCOME TESTS. Following the Closing Date, and at all subsequent times during which Investor owns any Common Shares, to the best of Investor's knowledge, the Common Shares that Investor will own will not be considered to be owned by any individual (or entity treated as an individual under Section 856(h) of the Code, other than through the operation of Section 856(h)(3)(A)(ii)) who after application of the stock ownership rules of Section 856(h) of the Code would own more than 9.8% of the lesser of the number or value of any outstanding class of Capital Stock of Seller.
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Related to STATUS FOR REIT OWNERSHIP AND INCOME TESTS

  • Determination of Net Asset Value The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

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  • SERVICE REQUIREMENTS FOR REFERRED CLIENTS A. Agent agrees to respond to any communications from a Referred Client within two (2) hours after receipt if such communication is received between 9:00am to 5:00pm local time. For communications received outside of these hours, Agent agrees to respond by 10:00am the next day. B. Agent agrees to update XXXX.xxx with status updates within 48 hours after initial communication with a Referred Client and upon every significant status change until closing or abandoned. Updates shall be made by Agent via email to xxxxxxxxxxxx@xxxx.xxx. C. Vacations or extended absences shall be reported, with length of pause, to XXXX.xxx via email to D. Agent will not add Referred Client to any email list or calling list without the express permission of Referred Client. E. Agent agrees XXXX.xxx has the right to survey the Referred Client at any time. F. If Agent is contacted by a Referred Client that Agent is unwilling or unable to assist, Agent shall direct such Referred Client back to XXXX.xxx for assistance and notify XXXX.xxx at xxxxxxxxxxxx@xxxx.xxx. G. Agent agrees that XXXX.xxx has no obligation to provide Agent with any number of referrals and that prospective clients are free to select the agent they wish to work with for any particular real estate transaction.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • How Are Distributions from a Xxxx XXX Taxed for Federal Income Tax Purposes Amounts distributed to you are generally excludable from your gross income if they (i) are paid after you attain age 59½, (ii) are made to your beneficiary after your death, (iii) are attributable to your becoming disabled, (iv) subject to various limits, the distribution is used to purchase a first home or, in limited cases, a second or subsequent home for you, your spouse, or you or your spouse’s grandchild or ancestor, or (v) are rolled over to another Xxxx XXX. Regardless of the foregoing, if you or your beneficiary receives a distribution within the five-taxable-year period starting with the beginning of the year to which your initial contribution to your Xxxx XXX applies, the earnings on your account are includable in taxable income. In addition, if you roll over (convert) funds to your Xxxx XXX from another individual retirement plan (such as a Traditional IRA or another Xxxx XXX into which amounts were rolled from a Traditional IRA), the portion of a distribution attributable to rolled-over amounts which exceeds the amounts taxed in connection with the conversion to a Xxxx XXX is includable in income (and subject to penalty tax) if it is distributed prior to the end of the five-tax-year period beginning with the start of the tax year during which the rollover occurred. An amount taxed in connection with a rollover is subject to a 10% penalty tax if it is distributed before the end of the five-tax-year period. As noted above, the five-year holding period requirement is measured from the beginning of the five-taxable-year period beginning with the first taxable year for which you (or your spouse) made a contribution to a Xxxx XXX on your behalf. Previously, the law required that a separate five-year holding period apply to regular Xxxx XXX contributions and to amounts contributed to a Xxxx XXX as a result of the rollover or conversion of a Traditional IRA. Even though the holding period requirement has been simplified, it may still be advisable to keep regular Xxxx XXX contributions and rollover/ conversion Xxxx XXX contributions in separate accounts. This is because amounts withdrawn from a rollover/conversion Xxxx XXX within five years of the rollover/conversion may be subject to a 10% penalty tax. As noted above, a distribution from a Xxxx XXX that complies with all of the distribution and holding period requirements is excludable from your gross income. If you receive a distribution from a Xxxx XXX that does not comply with these rules, the part of the distribution that constitutes a return of your contributions will not be included in your taxable income, and the portion that represents earnings will be includable in your income. For this purpose, certain ordering rules apply. Amounts distributed to you are treated as coming first from your non-deductible contributions. The next portion of a distribution is treated as coming from amounts which have been rolled over (converted) from any non-Xxxx IRAs in the order such amounts were rolled over. Any remaining amounts (including all earnings) are distributed last. Any portion of your distribution which does not meet the criteria for exclusion from gross income may also be subject to a 10% penalty tax. Note that to the extent a distribution would be taxable to you, neither you nor anyone else can qualify for capital gains treatment for amounts distributed from your account. Similarly, you are not entitled to the special five- or ten- year averaging rule for lump-sum distributions that may be available to persons receiving distributions from certain other types of retirement plans. Rather, the taxable portion of any distribution is taxed to you as ordinary income. Your Xxxx XXX is not subject to taxes on excess distributions or on excess amounts remaining in your account as of your date of death. You must indicate on your distribution request whether federal income taxes should be withheld on a distribution from a Xxxx XXX. If you do not make a withholding election, we will not withhold federal or state income tax. Note that, for federal tax purposes (for example, for purposes of applying the ordering rules described above), Xxxx IRAs are considered separately from Traditional IRAs.

  • Compliance with Certain Requirements of Regulations; Deficit Capital Accounts In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article X to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in such Member’s Capital Account (after giving effect to all contributions, distributions and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Unit Holders pursuant to this Article X may be: (i) distributed to a trust established for the benefit of the Unit Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company, in which case the assets of any such trust shall be distributed to the Unit Holders from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement; or (b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Unit Holders as soon as practicable.

  • Portfolio Valuation and Diversification Etc Risk Factor Ratings;

  • Allocations for Tax Purposes (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Section 6.1. (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners as follows: (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Section 6.1. (ii) (A) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of "book" gain or loss is allocated pursuant to Section 6.1. (iii) The General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d)

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