Tax Protection Period Sample Clauses

Tax Protection Period. With respect to the New Member, “Tax Protection Period” shall mean the period beginning on the Effective Date hereof and ending on the earlier of (i) the tenth (10th) anniversary of the Effective Date hereof or (ii) the Threshold Date with respect to the New Member.
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Tax Protection Period. 10.2.2.1 MHC agrees that it will not sell any Community (other than Garden West Office Plaza on which there are no restrictions on sale) for a period expiring five years after the Closing (the "TAX PROTECTION PERIOD"), except that MHC may sell a Community (1) in a transaction, a substantial part of the gain arising from which is deferred under Section 453 of the Code, with payments spread over a period of not less than five years (such a transaction, an "INSTALLMENT SALE"), or (2) in a transaction which qualifies in substantial part as tax-deferred under Section 1031 of the Code ("SECTION 1031") (such a transaction, a "1031 EXCHANGE"), or (3) pursuant to the provisions of this Section 10.2.
Sample 1
Tax Protection Period. Notwithstanding anything to the contrary in the LLC Agreement, as hereby amended, the “Tax Protection Period” with respect to each of the Real Properties shall expire (or has expired) on the earlier of (1) the date set forth opposite such Real Property on Schedule 2(a)(iv) attached hereto, or (2) the date on which the Subsequent Threshold Test has been satisfied; provided, however, that the Members acknowledge and agree that there is no, and there never has been, a “Tax Protection Period” with respect to the Myriad IV Property, and that the provisions of Sections 7.3.E(3) and (4) of the Original LLC Agreement have no application with respect to the Myriad IV Property.
Sample 1
Tax Protection Period. Notwithstanding anything to the contrary in the LLC Agreement, as hereby amended, the “Tax Protection Period” with respect to each of the Real Properties shall expire on the earlier of (1) the date set forth opposite such Real Property on Schedule 2(a) attached hereto, or (2) the date on which the Subsequent Threshold Test has been satisfied; provided, however, that the provisions of Section 7.3.E of the Original LLC Agreement have no application with respect to payments of any Additional Consideration Amount under the 2012 Contribution Agreement.
Sample 1
Tax Protection Period. The restrictions set forth in Section 1(a) shall automatically terminate upon the expiration of the Tax Protection Period. For purposes of this Agreement, the “Tax Protection Period” shall commence on the Closing Date and expire one day after the tenth (10th) anniversary of the Closing Date, provided, however, that the Tax Protection Period shall expire prior to the tenth (10th) anniversary of the Closing Date if (1) a like-kind exchange of all or any portion of the Protected Properties pursuant to Section 1031 is not available under applicable law or (2) an In-Kind Redemption Transaction is not available under applicable law. As used herein, the term “In-Kind Redemption Transaction” means an in-kind redemption of each of the Protected Partner’s entire interest in the CROP Operating Partnership (the “Protected Partner Interests”) in exchange for one or more of the assets of the CROP Operating Partnership that qualifies as a tax-deferred transaction pursuant to Code Section 731 and is not taxable to the Protected Partners or the CROP Operating Partnership (or any of its other direct or indirect partners) under Code Sections 707, 737 or otherwise.
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Tax Protection Period. 9.1.9(a) Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1.9(a) Title Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
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Related to Tax Protection Period

  • Tax Provision In connection with the Severance Benefits to be provided to you pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall be responsible for all applicable taxes with respect to such Severance Benefits under applicable law. You acknowledge that you are not relying upon advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits.

  • Tax Provisions The Policyholder and each transferee and assignee of this Policy, to the extent required by law, agree to provide GLAIC with any properly completed tax forms that are needed for GLAIC to satisfy its tax reporting obligations with respect to amounts held under this Policy. This Policy is intended to be ignored for U.S. federal, state and local income and franchise tax purposes. To the extent it cannot be ignored, GLAIC and the Policyholder and each transferee and assignee of this Policy agree to treat this Policy as GLAIC’s debt obligation for U.S. federal, state and local income and franchise tax purposes.

  • Meal Period Employees shall receive a meal period which shall commence no less than two (2) hours nor more than five (5) hours from the beginning of the employee's regular shift or when the employee is called in to work on their regular day off. The meal period shall be no less than one-half (½) hour nor more than one (1) hour in duration and shall be without compensation. Should an employee be required to work in excess of five (5) continuous hours from the commencement of their regular shift without being provided a meal period, the employee shall be compensated two (2) times the employee's straight-time hourly rate of pay for the time worked during their normal meal period and be afforded a meal period at the first available opportunity during working hours without compensation.

  • Annual Tax Information The Managers shall cause the Company to deliver to the Member all information necessary for the preparation of the Member’s federal income tax return.

  • PRORATION PERIOD The Tenant: (check one)

  • Tax Examinations Abroad 1. A Contracting Party may allow representatives of the competent authority of the other Contracting Party to enter the territory of the first-mentioned Party to interview individuals and examine records with the written consent of the persons concerned. The competent authority of the second-mentioned Party shall notify the competent authority of the first-mentioned Party of the time and place of the meeting with the individuals concerned. 2. At the request of the competent authority of one Contracting Party, the competent authority of the other Contracting Party may allow representatives of the competent authority of the first-mentioned Party to be present at the appropriate part of a tax examination in the second-mentioned Party. 3. If the request referred to in paragraph 2 is acceded to, the competent authority of the Contracting Party conducting the examination shall, as soon as possible, notify the competent authority of the other Party about the time and place of the examination, the authority or official designated to carry out the examination and the procedures and conditions required by the first-mentioned Party for the conduct of the examination. All decisions with respect to the conduct of the tax examination shall be made by the Party conducting the examination.

  • Planning Period All observations must be conducted openly and with full knowledge of the employee.

  • Distribution Compliance Period The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

  • Clean-Up Period (a) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, during the Clean-Up Period, the occurrence of any breach of a representation, covenant or an Event of Default (other than an Event of Default set out in Section 9.1(a)) will be deemed not to be a breach of a representation or warranty or a breach of a covenant or an Event of Default, as the case may be, if it would have been (if it were not for this provision) a breach of representation or warranty or a breach of a covenant or an Event of Default only by reason of circumstances relating exclusively to, with respect to any Permitted Acquisition or other Permitted Clean-Up Investment (or the subsidiaries of such target), the target of such Permitted Acquisition or Permitted Clean-Up Investment, and provided that such breach or Event of Default: (i) is capable of being remedied within the Clean-Up Period and the Loan Parties are taking appropriate steps to remedy such breach or Event of Default; (ii) does not have and is not reasonably likely to have a Material Adverse Effect; and (iii) was not procured by or approved by Holdings or the Borrowers. (b) Notwithstanding Section 9.6(a), if the relevant circumstances are continuing on or after the expiry of the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default, as the case may be, notwithstanding the above (and without prejudice to the rights and remedies of the Agents and the Lenders). (c) For the avoidance of doubt, if any breach of representation or warranty, breach of covenant or Event of Default shall be deemed to not exist due to Section 9.6(a) during the Clean-Up Period, then such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist for purposes of Section 5.2 for so long as (but in no event later than the end of the Clean-Up Period) such breach of representation or warranty, breach of covenant or Event of Default shall be deemed not to exist due to the provisions of Section 9.6(a).

  • Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.

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