Tax Status of Borrower. Borrower is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Tax Status of Borrower. The Borrower is currently treated as a corporation for U.S. federal income tax purposes.
Tax Status of Borrower. Borrower further represents and warrants to Lender that Borrower is a disregarded entity as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Internal Revenue Code, and that Borrower has disclosed to Lender all information regarding the owner of Borrower required under Income Tax Regulations issued under the Revenue Code.
Tax Status of Borrower. Borrower is currently treated as a corporation for U.S. federal income tax purposes. Borrower shall not take any affirmative action (including not making any election under Section 301.7701-3(c) of the Treasury Regulations (or any successor provision) by way of filing an IRS Form 8832) to change its U.S. entity tax classification without the prior written consent of the Required Lenders.
Tax Status of Borrower. Borrower’s United States employee tax identification numbers and office addresses are set forth on Exhibit E attached hereto. Borrower is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Revenue Code”). Owner further represents and warrants to Lender that (i) it is a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code (a “disregarded entity”), (ii) CHP SL Owner Holding II, LLC, a Delaware limited liability company, Owner’s sole member (“Owner’s Sole Member”), is a “disregarded entity”, (iii) CHP Partners, LP, a Delaware limited partnership, the sole member of Owner’s Sole Member, is a “disregarded entity”, and (v) CHP Partners, LP is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Revenue Code. Operator further represents and warrants to Lender that (i) it is not a “disregarded entity”, (ii) CHP TRS Holding, Inc., a Delaware corporation, Operator’s sole shareholder (“Operator’s Sole Shareholder”), is not a “disregarded entity”, (iii) CNL Healthcare Properties, Inc., a Maryland corporation, the sole shareholder of Operator’s Sole Shareholder, is not a “disregarded entity”, and (iv) CNL Healthcare Properties, Inc. is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Revenue Code. These statements are made by Borrower in compliance with Sections 1445 and 7701 of the Revenue Code to exempt any transferee of the Property from withholding the tax required upon a foreign transferor’s disposition of a U.S. real property interest.
Tax Status of Borrower. Borrower shall not become a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Revenue Code. If Operator, CHP TRS Holding, Inc. or CNL Healthcare Properties, Inc. becomes a “disregarded entity”, it shall provide Lender with the appropriate documentation regarding same.
Tax Status of Borrower. Borrower is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Revenue Code”). Borrower further represents and warrants to Lender that Borrower is a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code; however, Borrower further represents and warrants to Lender that Xxxx Holdings Limited Partnership (“SHLP”), Borrower’s sole member, is not a “disregarded entity” as defined in said Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code.
Tax Status of Borrower. Borrower is currently treated as a corporation for U.S. federal income tax purposes. Borrower shall provide the Required Lenders with a prior written notice as promptly as practicable, and in any event not less than ten (10) days, before taking any affirmative action (including making any election under Section 301.7701-3(c) of the Treasury Regulations (or any successor provision) by way of filing an IRS Form 8832) to change its U.S. entity tax classification.
Tax Status of Borrower. Borrower’s United States employee tax identification number is 00-0000000 and office address is c/o Piedmont Office Realty Trust, Inc., 00000 Xxxxx Xxxxx Parkway, Suite 350, Xxxxx Creek, Georgia 30097. Borrower is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Revenue Code”). Borrower further represents and warrants to Lender that Borrower is a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code, but (i) Borrower is wholly owned by Piedmont 1901 Market Business Trust, a Delaware business trust (“Sole Member”), which is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Revenue Code but is a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code, (ii) Sole Member is wholly owned by Piedmont Office Realty Trust, Inc., a Maryland corporation (“Parent Sole Member”), and (iii) Parent Sole Member is neither (A) a “foreign person” within the meaning of Sections 1445 and 7701 of the Revenue Code, nor (B) a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code. These statements are made by Borrower in compliance with Sections 1445 and 7701 of the Revenue Code to exempt any transferee of the Property from withholding the tax required upon a foreign transferor’s disposition of a U.S. real property interest.
Tax Status of Borrower. Borrower shall not become a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Revenue Code. Either (a) Borrower shall not become a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code, or (b) if Borrower is a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code, then the entity closest to Borrower in Borrower’s chain of ownership that is not a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code must not be a “foreign person” within the meaning of Sections 1445 and 7701 of the Revenue Code.
