Tax Reporting of Transaction Sample Clauses

Tax Reporting of Transaction. For federal income tax purposes, the Parties agree to report the transactions effectuated by this Agreement as follows: (a) Immediately prior to the Closing and the Initial Funding Date, each of the Target Company, Class B Holdco and TE HoldCo shall be treated as a disregarded entity separate from Seller (or if Seller is a disregarded entity for U.S. federal income tax purposes, the Person or Persons owning Seller that are not disregarded for such purposes) for U.S. federal income tax purposes; (b) Upon the making of the capital contribution to be made by the Tax Equity Investor to TE HoldCo, and the issuance to the Tax Equity Investor of the Class A membership interests in TE HoldCo, in each case, pursuant to the Tax Equity ECCA on the Initial Funding Date, and the making of the capital contribution to be made by the Class B Member to the TE HoldCo, which shall be deemed to occur prior to the Closing, in accordance with Revenue Ruling 99-5, Situation 2, each of Seller and the Tax Equity Investor is treated as contributing cash or property to TE Holdco in exchange for an interest in TE HoldCo, as a result of which TE HoldCo shall become a partnership between Seller and the Tax Equity Investor for U.S. federal income tax purposes; (c) On the Initial Funding Date, but prior to the Closing, TE HoldCo will acquire, and Project HoldCo will sell, (i) all the limited liability company membership interests of VP Pledgor Company (and, indirectly, all the limited liability company interests in VP Project Company) and (ii) all the limited liability company membership interests of Arica Pledgor Company (and, indirectly, all the limited liability company interests in Arica Project Company); and (d) At the Closing, and subsequent to the making of the capital contribution to be made by the Tax Equity Investor to TE HoldCo, and the issuance to the Tax Equity Investor of the Class A membership interests in TE HoldCo, in each case, pursuant to the Tax Equity ECCA, and subsequent to the acquisition by TE HoldCo of all the interests in VP Pledgor Company and Arica Pledgor Company (and, indirectly, VP Project Company and Arica Project Company), in accordance with the principles of Revenue Ruling 99-5, Situation 1, (i) simultaneously (i.e., at the same moment in time), (A) AIP Member will acquire the AIP Interests from Seller, and Seller will sell the AIP Interests to AIP Member, and (B) Purchaser will acquire the Acquired Interests from Seller, and Seller will sell the Acquire...
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Tax Reporting of Transaction. For federal income tax purposes, the Parties agree to report the transactions effectuated by this Agreement as follows: (a) Immediately prior to the Closing and the First Project MC Funding, each of the Target Company, each Class B Holdco, and each TE HoldCo shall be treated as a disregarded entity separate from Seller (or if Seller is a disregarded entity for U.S. federal income tax purposes, the Person or Persons owning Seller that are not disregarded for such purposes) for U.S. federal income tax purposes; (b) The Parties acknowledge that for U.S. federal, and applicable state and local income Tax purposes (i) the purchase and sale of the Acquired Interests contemplated by this Agreement will be treated, in accordance with Revenue Ruling 99-5, Situation (1), as a sale by Seller and a purchase by Purchaser of a portion of the Class B membership interests in the applicable TE Holdco followed by a contribution pursuant to Section 721 of the Code by each of Purchaser and Seller of their respective portions of the Class B membership interests in the applicable TE Holdco to the Target Company in exchange for the Acquired Interests or the Retained Interests, as applicable, as a result of which the Target Company shall become a partnership between Seller and Purchaser for U.S. federal income tax purposes and (ii) the Seller Distribution shall be disregarded for U.S. federal income tax purposes. (c) The Parties agree that, for U.S. federal income Tax purposes, and any applicable state or local income Tax purposes, the Purchase Price, as adjusted under this Agreement, plus any Liabilities or other items treated as amounts realized for U.S. federal income Tax purposes, shall be allocated among the assets of the TE HoldCos in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (including the application of Sections 741, 751, 752, and 755 of the Code), including for purposes of the statement required under Treasury Regulation Section 1.751-1(a)(3) and in each case in a manner consistent with the Appraisal and the related cost segregation report obtained pursuant to the Tax Equity Agreements (the “Allocation Schedule”). On or before the 30th day after the Closing Date, Purchaser shall deliver to Seller its proposed Allocation Schedule for Seller’s review and comment. Purchaser will work in good faith to incorporate Seller’s reasonable comments, at which time the Allocation Schedule shall become binding for the Parties. Seller,...
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Tax Reporting of Transaction. (a) For federal income tax purposes, the Parties acknowledge that for U.S. federal, and applicable state and local income Tax purposes the transactions contemplated by this Agreement will be treated as a sale by Seller and a purchase by Purchaser of a partnership interest in TE Holdco. (b) The Parties agree that, for U.S. federal income Tax purposes, and any applicable state or local income Tax purposes, the Purchase Price, as adjusted under this Agreement, plus any Liabilities or other items treated as amounts realized for U.S. federal income Tax purposes, shall be allocated among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (including the application of Sections 741, 751, 752, and 755 of the Code), including for purposes of the statement required under Treasury Regulation Section 1.751-1(a)(3) and in each case in a manner consistent with the Appraisal and the related cost segregation report obtained pursuant to the Tax Equity Agreements (the “Allocation Schedule”). On or before the 30th day after the Closing Date, Purchaser shall deliver to Seller its proposed Allocation Schedule for Seller’s review and comment. Purchaser will work in good faith to incorporate Seller’s reasonable comments, at which time the Allocation Schedule shall become binding for the Parties. Seller, Purchaser and their respective Affiliates shall report the transactions contemplated hereby on all Tax Returns, including IRS Form 8594, in a manner consistent with the Allocation Schedule. Seller and Purchaser agree to: (i) be bound by the Allocation Schedule agreed upon under this Section 2.06(b); (ii) prepare and file, and cause their respective Affiliates to prepare and file, all Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation Schedule; and (iii) take no position, and cause their respective Affiliates to take no position, inconsistent with the Allocation Schedule in any Tax Return, except as required by Law.
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Tax Reporting of Transaction. It is the intention and expectation of the parties to this Agreement that, for federal and state income tax purposes, the purchase of the Recyc Stock will result in and be reported as a taxable sale and purchase of the assets of Recyc (whether actual or deemed pursuant to Proposed Treasury Regulation Section 1.1361-5(b)(3) Ex (1)) by the Shareholder and Synagro, respectively. The parties acknowledge that Synagro would not proceed with the purchase of the Recyc Stock without such income tax treatment. The parties to this Agreement intend to report the purchase and sale of the Recyc Stock as a taxable sale of all the assets of Recyc for federal and state income tax purposes on a basis consistent with Code Section 1060, and expect that no election need be made under Code Section 338(h)(10).
Sample 1
Tax Reporting of Transaction. For federal income tax purposes, the Parties shall report the transactions contemplated herein as follows: (a) On the Execution Date the Company is treated as a partnership for U.S. federal income tax purposes. (b) On the Execution Date, consistent with Revenue Ruling 99-6 (Situation 1), (i) with respect to Seller, as a sale of partnership interests, and (ii) with respect to Purchaser, as a purchase of all the assets, and assumption of all the liabilities, of the Company.
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Tax Reporting of Transaction. For federal income tax purposes, the Parties agree to report the Transaction as follows: (a) Immediately prior to the Initial Capital Contribution Date, (i) the Project Company was disregarded as an entity separate from Seller, which is a partnership for federal income tax purposes, and (ii) the Company was disregarded as an entity separate from the Class B Equity Investor, which is a partnership for federal income tax purposes. (b) The formation of the Company as a partnership for federal income tax purposes will be treated consistently with Revenue Ruling 99-5 (situation 2). (c) The Parties shall allocate the fair market value among the assets comprising the Project in a manner consistent with the Cost Segregation Report. (d) The purchase and sale of the Project Company will be treated as a sale of the Project on the Initial Capital Contribution Date for a total purchase price equal to the Purchase Price under, and as defined in, the PSA (not including the assumption of the Project Company’s obligation to fund the expected cost of completing the Project). (e) To the extent that the Purchase Price under (and as defined in) the PSA is increased pursuant to a Specified TLC Election Notice (as defined in the PSA) and such increase is supported by an acceptable Independent Appraisal and Cost Segregation Report, any Specified Capital Contribution contributed to the Company pursuant to Section 2.2(d)(i) shall be treated as an adjustment to the Purchase Price under, and as defined in, the PSA, paid to the Seller.
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Related to Tax Reporting of Transaction

  • Foreign Asset/Account, Exchange Control and Tax Reporting The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock) derived from his or her participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult his or her personal legal advisor on this matter.

  • Tax Reporting (1) Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8613, with any necessary schedules. (2) Prepare state income breakdowns where relevant. (3) File Form 1099 for payments to disinterested Trustees and other service providers. (4) Monitor wash sale losses. (5) Calculate eligible dividend income for corporate shareholders.

  • Foreign Asset/Account Reporting Notification The Participant must report securities held (including Shares) or any bank or brokerage accounts opened and maintained outside Belgium on the Participant’s annual tax return. In a separate report, the Participant is required to report to the National Bank of Belgium the details of such accounts opened and maintained outside Belgium. This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, xxx.xxx.xx, under the Kredietcentrales / Centrales des crédits caption.

  • Tax Reports The Collateral Agent shall not be responsible for the preparation or filing of any reports or returns relating to federal, state or local income taxes with respect to this Agreement, other than in respect of the Collateral Agent’s compensation or for reimbursement of expenses.

  • Foreign Asset/Account Reporting; Exchange Controls Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect Participant’s ability to acquire or hold shares of Stock under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of shares of Stock) in a brokerage or bank account outside Participant’s country. Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. Participant also may be required to repatriate sale proceeds or other funds received as a result of Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and Participant should consult his or her personal legal advisor for any details.

  • Foreign Asset/Account Reporting Notice Argentine residents must report any Shares acquired under the Plan and held by the resident on December 31st of each year on their annual tax return for that year. In addition, when the Employee acquires, sells, transfers or otherwise disposes of Shares, the Employee must register the transaction with the Federal Tax Administration. Argentine residents should consult with their personal tax advisor to determine their personal reporting obligations.

  • Tax Reporting Information The Grantee is required to report any foreign specified property (including Shares acquired under the Plan) to the Canada Revenue Agency on Form T1135 (Foreign Income Verification Statement) if the total cost of the Grantee’s foreign specified property exceeds C$100,000 at any time in the year. The form must be filed by April 30th of the following year. Foreign specified property also includes unvested Restricted Stock Units (generally at nil cost) if the C$100,000 cost threshold is exceeded because of other foreign specified property. The Grantee should consult with his or her personal tax advisor to determine his or her reporting requirements.

  • Transaction Reports Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the allocated portion of the Fund’s assets for which Subadviser is responsible and shall provide Investment Manager with such other information regarding the Fund upon Investment Manager’s reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the custodian of the Fund.

  • Foreign Asset/Account Reporting Information Italian residents who, at any time during the fiscal year, hold foreign financial assets (including cash and Shares) which may generate income taxable in Italy are required to report these assets on their annual tax returns (UNICO Form, RW Schedule) for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations will also apply to Italian residents who are the beneficial owners of foreign financial assets under Italian money laundering provisions.

  • Public Entity Crimes A person or affiliate who has been placed on the convicted vendor list following a conviction of a public entity crime may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in excess of the threshold amount provided in Florida Statutes, Section 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list.

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