Tax Consequences; K-1 Sample Clauses

Tax Consequences; K-1. The Partnership shall not be liable or responsible in any way for any tax consequences of the Management Partner relating to the structure, grant, ownership, or vesting and related lapsing of any forfeiture conditions, of the Class PI Units hereunder. The Management Partner agrees to determine and be responsible for any and all tax consequences to the Management Partner related to the structure, grant, ownership, or vesting and related lapsing of any forfeiture conditions, of the Class PI Units. By accepting the Class PI Units, the Management Partner acknowledges that the Partnership is treated as a partnership for U.S. federal and applicable state and local income tax purposes and that the Management Partner will be treated as a partner for all such purposes with respect to the Class PI Units. Accordingly, the Management Partner acknowledges that, among other things, the Management Partner will receive an annual Schedule K-1 from the Partnership requiring that the Management Partner report on the Management Partner’s individual tax return the Management Partner’s distributive share of the Partnership’s income, gain, loss, deductions and credits. Neither the Partnership nor any of its Affiliates has made and none of them will make any statements or representations to the Management Partner concerning the tax consequences arising from the structure, grant, issuance or holding of the Class PI Units contemplated by this Agreement and will have no obligation to indemnify or hold harmless the Management Partner for any claims or liabilities arising from such consequences.
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Tax Consequences; K-1. The Partnership shall not be liable or responsible in any way for the tax consequences to the Recipient relating to the structure, grant, ownership, or vesting and related lapsing of any forfeiture conditions, of the Award Units hereunder. The Recipient agrees to determine and be responsible for any and all tax consequences to the Recipient related to the structure, grant, ownership, or vesting and related lapsing of any forfeiture conditions, of the Award Units. By accepting the Award Units, the Recipient acknowledges that the Partnership is treated as a partnership for U.S. federal and applicable state and local income tax purposes and that the Recipient will be treated as a partner for all such purposes with respect to the Award Units. Accordingly, the Recipient acknowledges that, among other things, the Recipient will receive an annual Schedule K-1 from the Partnership requiring that the Recipient report on the Recipient’s individual tax return the Recipient’s distributive share of the Partnership’s income, gain, loss, deductions and credits. Further, the Recipient acknowledges that the Recipient’s status may have adverse consequences to the Recipient with respect to matters in which employees may be treated more favorably than partners, such as entitlement to and the tax treatment of fringe benefits, employee benefit plans, payroll taxes, and possible self-employment tax liability. The Recipient acknowledges that neither the Partnership nor any of its Affiliates will have any obligation to hold the Recipient harmless from any such consequences. Neither the Partnership nor any of its Affiliates has made and none of them will make any statements or representations to the Recipient concerning the tax consequences arising from the structure, grant, issuance and holding of the Award Units contemplated by this Agreement and will have no obligation to indemnify or hold harmless the Recipient for any claims or liabilities arising from such consequences.
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Related to Tax Consequences; K-1

  • Tax Consequences It is intended that the Merger shall constitute a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.

  • Tax Consequences and Withholding No Shares will be delivered to you in settlement of vested Units unless you have made arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the delivery of the Shares. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Section 14 of the Plan. You may elect to satisfy such withholding tax obligations by having the Company withhold a number of Shares that would otherwise be issued to you in settlement of the Units and that have a fair market value equal to the amount of such withholding tax obligations by notifying the Company of such election prior to the Vesting Date.

  • Adverse Tax Consequences Notwithstanding anything to the contrary in this Agreement, the General Partner shall have the authority (but shall not be required) to take any steps it determines are necessary or appropriate in its sole and absolute discretion to prevent the Partnership from being taxable as a corporation for Federal income tax purposes. In addition, except with the Consent of the General Partner, no Transfer by a Limited Partner of its Partnership Interests (including any Redemption, any conversion of LTIP Units into Partnership Common Units, any other acquisition of Partnership Units by the General Partner or any acquisition of Partnership Units by the Partnership) may be made to or by any Person if such Transfer could (i) result in the Partnership being treated as an association taxable as a corporation; (ii) result in a termination of the Partnership under Code Section 708; (iii) be treated as effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704 and the Regulations promulgated thereunder, (iv) result in the Partnership being unable to qualify for one or more of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”) or (v) based on the advice of counsel to the Partnership or the General Partner, adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Code Section 857 or Code Section 4981.

  • Certain Tax Consequences In the event that the Executive becomes entitled to the payments and benefits described in this Section 5 (the "Severance Benefits"), if any of the Severance Benefits will be subject to any excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of an Excise Tax on the Severance Benefits and any federal, state and local income and employment tax and Excise Tax upon the payment provided for by this Section 5, shall be equal to the Severance Benefits. For purposes of determining whether any of the Severance Benefits will be subject to the Excise Tax and the amount of such Excise Tax,

  • Special Tax Consequences The Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options, including the Option, are exercisable for the first time by the Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. The Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder.

  • Tax Consequences of Payments For all Tax purposes and to the extent permitted by applicable Tax Law, the parties hereto shall treat any payment made pursuant to this Agreement as a capital contribution or a distribution, as the case may be, immediately prior to the Distribution. If the receipt or accrual of any indemnity payment under this Agreement causes, directly or indirectly, an increase in the taxable income of the recipient under one or more applicable Tax Laws, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the recipient thereof shall have realized the same net amount it would have realized had the payment not resulted in taxable income. To the extent that Taxes for which any party hereto (the indemnifying party) is required to pay another party (the indemnified party) pursuant to this Agreement may be deducted or credited in determining the amount of any other Taxes required to be paid by the indemnified party (for example, state Taxes which are permitted to be deducted in determining federal Taxes), the amount of any payment made to the indemnified party by the indemnifying party shall be decreased by taking into account any resulting reduction in other Taxes of the indemnified party. If such a reduction in Taxes of the indemnified party occurs following the payment made to the indemnified Party with respect to the relevant indemnified Taxes, the indemnified party shall promptly repay the indemnifying party the amount of such reduction when actually realized. If the Tax benefit arising from the foregoing reduction of Taxes described in this Section 4.4 is subsequently decreased or eliminated, then the indemnifying party shall promptly pay the indemnified party the amount of the decrease in such Tax benefit.

  • Tax and Accounting Consequences (a) It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax Regulations.

  • Tax The Agreement is amended by deleting Section 2(d) in its entirety and replacing it with the following:

  • Tax Characterization and Returns Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

  • Certain Tax Considerations .... 4 Originally Anticipated Term of the Partnership; General Policy Regarding Sales and Refinancings of Partnership Properties; Alternatives........................................... 4 Conditions..................................................................................................

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