Tax Characterization of Transaction Sample Clauses

Tax Characterization of Transaction. Immediately prior to the Closing, the Partnership shall borrow approximately $173.1 million under the Revolving Credit Agreement to fund the Cash Consideration (the “Partnership Debt”). The Parties intend that the Contributing Parties will be treated as receiving a distribution from the Partnership at Closing: (a) first out of the proceeds of the Partnership Debt as a “debt-financed transfer” within the meaning of Treasury Regulations Section 1.707-5(b)(1) to the extent of the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt under Treasury Regulations Sections 1.707-5(a)(2) and 1.752-3(a)(3); (b) to the extent the amount distributed to the Contributing Parties exceeds the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt as described in clause (a), as a reimbursement of the Contributing Parties’ preformation expenditures with respect to the Subject Interest within the meaning of Treasury Regulations Section 1.707- 4(d), to the extent applicable; and (c) to the extent the amount distributed exceeds the amounts described in clauses (a) and (b), in a transaction subject to treatment under Section 707(a)(2)(B) of the Code and the Treasury Regulations thereunder as in part a sale, and in part a contribution, of the Subject Interest to the Partnership to the extent that Treasury Regulations Sections 1.707-4(d) and 1.707-5(b)(1) are inapplicable. Unless otherwise required by a final determination of the Internal Revenue Service, the Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Partnership Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.
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Tax Characterization of Transaction. The Parties acknowledge and agree that (i) the merger is properly characterized for U.S. federal income Tax purposes as a taxable sale of the assets of (followed by liquidating distributions of the sales proceeds by) the Company and as a purchase of assets of the Company by the Parent, and (ii) none of the Parties shall adopt positions inconsistent with such characterization or treatment in any Tax Return or Tax Contest, except to the extent there is a change in Tax law requiring a different characterization.
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Tax Characterization of Transaction. The Parties acknowledge and agree that the transactions contemplated by this Agreement are properly characterized for federal income tax purposes as a sale of the Subject Interest by El Paso (as the parent of EP SNG which is an entity that is disregarded from El Paso for federal tax purposes) to the Partnership (the parent of the Operating Company which is an entity that is disregarded from the Partnership for federal tax purposes) in exchange for the Consideration.
Sample 1
Tax Characterization of Transaction. The Parties acknowledge and agree that the transactions contemplated by this Agreement: i) are properly characterized for federal income tax purposes as a sale of the SNG Subject Interest and the CIG Subject Interest by El Paso to the Partnership (the parent of the Operating Company which is an entity that is disregarded from the Partnership for federal tax purposes) in exchange for the Consideration, (ii) will result in the termination of SNG for federal tax purposes pursuant to Section 708(b)(1)(A) of the Code, and (iii) is, with respect to the transfer of SNG, described in and governed by the holding in Situation 1 of Rev. Rul. 99-6.
Sample 1
Tax Characterization of Transaction. The Parties acknowledge and agree that the transactions hereunder may cause a tax termination of SXE for U.S. federal income tax purposes under Section 708 of the Code. If such termination occurs, SXE will have two short period Tax Returns for U.S. federal income tax purposes for the 2014 calendar year, one for the period from January 1, 2014 through and including the Closing Date and one for the period beginning on the day after the Closing Date. The Parties shall treat (i) the Southcross Contribution and the BBTS Contribution as transactions described in Section 721(a) of the Code, (ii) the payments to Southcross and BBTS pursuant to Section 2.5(h) as distributions pursuant to a plan of a portion of the proceeds of the Credit Facility to Southcross and BBTS as described in Treasury Regulations Section 1.707-5(b)(2)(ii)(A), and (iii) the assumption of the Assumed Debt Amount pursuant to Section 2.5(g) as an assumption of a “qualified liability” pursuant to Treasury Regulation Section 1.707-5(a). The Parties shall not adopt positions inconsistent with the characterization or treatment described in this Section 8.13(h) in any Tax Return or Tax contest, except to the extent a change in Tax Law requires a different characterization. Unless otherwise required by applicable Law, the Parties agree that all indemnification payments made pursuant to Section 10.1(b) and Section 10.2(b) will be treated by the Parties and reflected on their Tax Returns as a reimbursement to the Company to restore the value of the contributions made by the payee Limited Partner as of the Closing Date, and such payment shall neither increase such Partner’s Capital Account (as defined in the LP Agreement) nor affect the Sharing Percentages (as defined in the LP Agreement).
Sample 1
Tax Characterization of Transaction. Immediately prior to the Closing, the Partnership Parties shall borrow approximately $570.2 million under the Credit Agreement to fund a portion of the Cash Consideration and El Paso will provide a limited indemnity with respect to $470 million of the amount borrowed under the Credit Agreement and any indebtedness incurred by the Partnership Parties for purposes of refinancing all or such portion of that amount (the “Designated Debt”). The Parties intend that (a) the distribution of the Cash Consideration to the Contributing Parties shall be made first out of proceeds of the Designated Debt, and such portion of the Cash Consideration shall qualify as a “debt-financed transfer” under Section 1.707-5(b) of the Treasury Regulations promulgated under the Code (the “Treasury Regulations”); (b) the Contributing Parties’ share of the Designated Debt under Sections 1.752-2 and 1.707-5(a)(2)(i) of the Treasury Regulations shall be the entire amount of the Designated Debt; and (c) the distribution of the Cash Consideration to the Contributing Parties in excess of amounts distributed out of proceeds of the Designated Debt shall be made to reimburse the Contributing Parties for capital expenditures described in Section 1.707-4(d) of the Treasury Regulations to the extent such distribution does not exceed the amount of capital expenditures described in Section 1.707-4(d) of the Treasury Regulations. Unless otherwise required by a final determination of the Internal Revenue Service, the Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Designated Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.
Sample 1
Tax Characterization of Transaction. The Parties acknowledge and agree that the transactions contemplated by this Agreement: (i) are properly characterized for federal income tax purposes as a sale of the Xxxx Express Subject Interest, the SLNG Subject Interest, and the SNG Subject Interest by El Paso to the Partnership (the parent of the Operating Company which is an entity that is disregarded from the Partnership for federal tax purposes) in exchange for the Consideration, (ii) will result in the termination of each of El Paso Xxxx Express Company, L.L.C. and Southern LNG Company, L.L.C. for federal tax purposes pursuant to Section 708(b)(1)(A) of the Code, and (iii) are, with respect to the transfer of each of El Paso Xxxx Express Company, L.L.C. and Southern LNG Company, L.L.C., described in and governed by the holding in Situation 1 of Rev. Rul. 99-6.
Sample 1
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Tax Characterization of Transaction. The parties hereto agree and covenant that the sale of the Company Shares by the Trust to the Buyer shall be characterized and reported for income tax purposes as a sale of assets and will file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with such characterization, subject to Section 8.5(h).
Sample 1
Tax Characterization of Transaction. The Merger shall be treated for Federal income tax purposes as (i) a merger of the Partnership into NRP and (ii) a merger of the General Partner into NRP, in each case undertaken pursuant to the “assets-over form” described in Treasury Regulation Section 1.708- 1(c)(3)(i). Notwithstanding the foregoing, pursuant to Treasury Regulation Section 1.708-1(c)(4), the Partnership Interests and Membership Interests (as applicable) held by the Cash Holders are being purchased by NRP for the portion of the Merger Consideration allocated to the Cash Holders (together with relief from any liabilities allocable to such Partnership Interests and Membership Interests under the principles of Section 752 of the Code), and each Holder that is a Cash Holder, concurrently with the execution and delivery of this Agreement, and each Cash Holder that is not a Holder, prior to Closing, shall deliver documentation evidencing that such Cash Holder consents for United States federal income tax purposes (and to the extent applicable, state or local income tax purposes) to treat its allocated portion of the Merger Consideration (together with relief from any liabilities allocable to its Partnership Interests and Membership Interests under the principles of Section 752 of the Code) as received for a sale to NRP of the Partnership Interests and Membership Interests (as applicable) held by such Cash Holder. In the event that the Partnership (or General Partner) does not have a valid election under Section 754 of the Code in effect, the parties hereto agree that the Partnership (or General Partner) will make an election under Section 754 of the Code that will apply to the transfer of Partnership Interests (or Membership Interests) pursuant to this Agreement. With respect to the Rollover Holders, the parties hereto agree to treat the Merger, to the greatest extent possible, as a non-taxable transaction, including through application of Section 721 of the Code, the qualified liability rules of Treasury Regulation Section 1.707-5, and the merger rules of Proposed Treasury Regulation Section 1.707-5(f). Any portion of the Merger Consideration that does not qualify as part of a nontaxable transaction to a Rollover Holder shall, pursuant to Treasury Regulation Section 1.708-1(c)(4), be treated as the proceeds of a sale of a portion of the Partnership Interests and Membership Interests (as applicable) held by the Rollover Holders, and each Rollover Holder, concurrently with the execution and del...
Sample 1

Related to Tax Characterization of Transaction

  • Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Effectuation of Transactions Each of the representations and warranties contained in this Agreement (and all corresponding definitions) is made after giving effect to the Transactions, unless the context otherwise requires.

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek best execution. In assessing best execution available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM. (b) It is understood that the services of the Sub-Adviser are not exclusive, and nothing in this Agreement shall prevent the Sub-Adviser from providing similar services to other investment companies or from engaging in other activities, provided that those activities do not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. The Fund and CSAM further understand and acknowledge that the persons employed by the Sub-Adviser to assist in the performance of its duties under this Agreement will not devote their full time to that service. Nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature, provided that doing so does not adversely affect the ability of the Sub-Adviser to perform its services under this Agreement. (c) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as of other investment advisory clients of the Sub-Adviser, the Sub-Adviser may, to the extent permitted by applicable laws and regulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is fair and equitable, in the judgment of the Sub-Adviser, in the exercise of its fiduciary obligations to the Fund and to such other clients. The Fund recognizes that the effect of the aggregation may operate on some occasions to the Fund's advantage or disadvantage. The Sub-Adviser shall provide to CSAM and the Fund all information reasonably requested by CSAM and the Fund relating to the decisions made by the Sub-Adviser regarding allocation of securities purchased or sold, as well as the expenses incurred in a transaction, among the Fund and the Sub-Adviser's other investment advisory clients. (d) In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will provide such information as may be reasonably necessary to enable the custodian and co-administrators to perform their administrative and recordkeeping responsibilities with respect to the Fund.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

  • Limitation of Transactions Subordination 16 SECTION 6.1

  • Effect of Transaction The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Effect of Transactions Neither the execution of this Agreement nor the approval or consummation of the Transactions (whether alone or together with any other event (such as a termination of employment)) will: (i) result in any payment or benefit becoming due to any Service Provider under any MAMP Benefit Plan or MAMP Service Agreement; (ii) increase benefits otherwise payable or due under any MAMP Benefit Plan or MAMP Service Agreement or require the funding of any amounts under any MAMP Benefit Plan or MAMP Service Agreement; or (iii) result in any acceleration of the time of payment or vesting of any such benefits to any material extent.

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