Tax Treatment and Tax Structure Sample Clauses

Tax Treatment and Tax Structure. Notwithstanding any other provision of this Term Sheet or the Agreement (including any confidentiality provision) or the terms of any confidentiality provisions in any other agreements between the parties relevant to the Mortgage Loans, each Seller, the Purchaser and the Servicer (and each employee, representative or other agent of any of the foregoing) may disclose to any and all persons, without limitation of any kind, (i) the "tax treatment" and "tax structure" (as those terms are defined in Treasury Regulations Section 1.6011-4(c)) of all transactions covered by this Term Sheet, the Agreement or any other agreements between the parties relevant to the Mortgage Loans and (ii) all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing parties relating to such tax treatment and tax structure. TO WITNESS THIS, the parties have caused their names to be signed by their respective duly authorized officers as of the date first written above. WASHINGTON MUTUAL BANK, FA a federally chartered savings association By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- WASHINGTON MUTUAL BANK FSB a federal savings bank By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- WASHINGTON MUTUAL BANK a Washington state chartered stock savings bank By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- BANC OF AMERICA MORTGAGE CAPITAL CORPORATION a North Carolina corporation By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TERM SHEET SCHEDULE I MORTGAGE LOAN SCHEDULE(S) * * To be attached as diskette in "read-only" format. EXHIBIT C ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
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Tax Treatment and Tax Structure. Notwithstanding any other provision of this Term Sheet or the Agreement (including any confidentiality provision) or the terms of any confidentiality provisions in any other agreements between the parties relevant to the Mortgage Loans, each Seller, the Purchaser and the Servicer (and each employee, representative or other agent of any of the foregoing) may disclose to any and all persons, without limitation of any kind, (i) the “tax treatment” and “tax structure” of all transactions covered by this Term Sheet, the Agreement or any other agreements between the parties relevant to the Mortgage Loans and (ii) all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing parties relating to such tax treatment and tax structure. For this purpose, “tax treatment” means U.S. federal income tax treatment, and “tax structure” is limited to any facts that may be relevant to that treatment.
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Tax Treatment and Tax Structure. Notwithstanding anything to the contrary contained in this Agreement, the parties to this Agreement and their respective representatives (and representatives, employees and agents of such representatives) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction(s) and/or Financing(s) which is the subject matter of this Agreement and an materials of any kind (including opinions or other tax analyses) that are provided to the parties and their representatives relating to such tax treatment and tax structure, all as contemplated by Treasury Regulation Section 1.60 11-4(b )(3)(iii). The preceding disclosure authorization shall not affect, or prevent any person from asserting any attorney-client privilege, work-product doctrine, or other applicable privilege or defense against disclosure of such information. Additionally, the preceding disclosure authorization does not extend to disclosure of any other confidential information, including without limitation the identities (other than the tax status) of the participants or potential participants in the Transaction(s) and/or Financing(s) or any other term or detail not related to the tax structure or tax treatment of the Transaction(s) and/or Financing(s). Further, this paragraph is intended to cause the Transaction(s) and/or Financing(s) not to be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended, and shall be strictly construed in a manner consistent with such limited purpose.) If the foregoing correctly sets forth our understanding with respect to the foregoing, please so indicate by signing below, at which time this letter shall become a binding agreement. VFINANCE INVESTMENTS, INC. By: /s/ Xxxxxxxx X. Xxxx Xxxxxxxx X. Xxxx Executive Vice President, Investment Banking Accepted and Agreed: HAMPTONS LUXURY HOMES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice-President 1. Company agrees to (a) reimburse VFIN, its affiliates and their respective directors, officers, employees, agents and controlling persons (each, an "Indemnified Party") promptly, upon demand, for actual, out-of-pocket expenses (including reasonable fees and expenses for legal counsel), evidenced by copies of receipts and invoices, as they are incurred in connection with the invest...
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Tax Treatment and Tax Structure. Notwithstanding any other provision of this Term Sheet or the Agreement (including any confidentiality provision) or the terms of any confidentiality provisions in any other agreements between the parties relevant to the Mortgage Loans, each Seller, the Purchaser and the Servicer (and each employee, representative or other agent of any of the foregoing) may disclose to any and all persons, without limitation of any kind, (i) the “tax treatment” and “tax structure” (as those terms are defined in Treasury Regulations Section 1.6011-4(c)) of all transactions covered by this Term Sheet, the Agreement or any other agreements between the parties relevant to the Mortgage Loans and (ii) all materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing parties relating to such tax treatment and tax structure.
Sample 1
Tax Treatment and Tax Structure. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit the disclosure by any party to this Agreement to any and all persons, without limitation of any kind, of the "tax treatment" and "tax structure" (as defined in Treasury Regulations Section 1.6011-4(c)) of the transactions contemplated by this Agreement and all materials of any kind, including opinions or other tax analyses that are provided to it relating to such tax treatment and tax structure, other than to the extent nondisclosure of such information or materials is reasonably necessary in order to comply with applicable securities laws. [Signatures Appear On Following Page.]
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Tax Treatment and Tax Structure. Notwithstanding anything to the contrary set forth herein, except as reasonably necessary to comply with applicable securities laws, any parties to the transactions contemplated by this Agreement (referred to in this paragraph as the “Transaction”) (and each employee, representative, or other agent of such parties) may disclose to any and all persons, without limitation of any kind, the Tax Treatment and Tax Structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such Tax Treatment and Tax Structure. For purposes of this provision, “Tax Treatment” is strictly limited to the purported or claimed U.S. federal income tax treatment of the Transaction contemplated by this Agreement and “Tax Structure” is strictly limited to any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the Transaction, and neither term includes information relating to the identity of any party to the Transaction or any of such party’s representatives, the existence and status of negotiations between the parties, or financial, business, legal or other information regarding a party (or any of its Representatives), to the extent not related to the Tax Treatment or Tax Structure of the Transaction. This authorization of tax disclosure is retroactively effective to the commencement of the first discussions between the parties regarding the Transaction contemplated herein. These provisions are meant to be interpreted so as to prevent the Transaction from being treated as offered under “conditions of confidentiality” within the meaning of the Internal Revenue Code and the Treasury Regulations thereunder.
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Tax Treatment and Tax Structure. Notwithstanding anything to the contrary in this Agreement or any other agreement related to the transactions contemplated by this Agreement to which the parties hereto or any of their respective Affiliates is a party, each party is permitted to disclose the “tax treatment” and “tax structure” (as those terms are defined in Treasury Regulations Section 1.6011-4) of the transactions contemplated by this Agreement (including all materials of any kind, including opinions and other tax analyses relating to the tax treatment and tax structure); provided, however, that such disclosure may not be made until the earlier of (i) the date of the public announcement of discussions relating to the transactions contemplated by this Agreement; (ii) the date of the public announcement of the transactions contemplated by this Agreement; or (iii) the date of this Agreement.
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Related to Tax Treatment and Tax Structure

  • Accounting and Tax Treatment Each of the Parties undertakes and agrees to use its reasonable efforts to cause the Merger, and to take no action which would cause the Merger not, to qualify for treatment as a pooling of interests for accounting purposes or as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code for federal income tax purposes.

  • Intended Tax Treatment Notwithstanding anything to the contrary herein or in any other Transaction Document, all parties to this Agreement covenant and agree to treat each Loan under this Agreement as debt (and all Interest as interest) for all federal, state, local and franchise tax purposes and agree not to take any position on any tax return inconsistent with the foregoing.

  • Income Tax Treatment Employee and the Company acknowledge that it is the intention of the Company to deduct all amounts paid under Section 2 hereof as ordinary and necessary business expenses for income tax purposes. Employee agrees and represents that he will treat all such amounts as required pursuant to all applicable tax laws and regulations, and should he fail to report such amounts as required, he will indemnify and hold the Company harmless from and against any and all taxes, penalties, interest, costs and expenses, including reasonable attorneys' and accounting fees and costs, which are incurred by Company directly or indirectly as a result thereof.

  • Agreed Tax Treatment Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

  • Special Tax Treatment Capital gains treatment and 10-year forward income averaging authorized by IRC Sec. 402 do not apply to IRA distributions.

  • Tax Treatment If any interest in any Loan Document is transferred to any Transferee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv).

  • Classification Structure All employees working under this Agreement shall be classified according to the skill based classification structure set out in Appendix A.

  • Federal Income Tax Treatment It is the intention of the Trust Depositor that the Trust be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Equity Certificate constitutes the sole equity interest in the Trust and must at all times be held by either the Trust Depositor or its transferee as sole Owner. The Trust Depositor agrees not to take any action inconsistent with such intended federal income tax treatment. Because for federal income tax purposes the Trust will be disregarded as a separate entity, Trust items of income, gain, loss and deduction for any month as determined for federal income tax purposes shall be allocated entirely to the Owner; provided, that this sentence shall not limit or otherwise affect the provisions of the Transaction Documents pertaining to distributions of Trust Assets or proceeds thereof to Persons other than the Trust Depositor.

  • Federal Income Tax Treatment of the Trust (a) For so long as the Trust has a single owner for federal income tax purposes, pursuant to Treasury Regulations promulgated under Section 7701 of the Code, it will be disregarded as an entity distinct from the Certificateholder for all federal income tax purposes. Accordingly, for federal income tax purposes, the Certificateholder will be treated as (i) owning all assets owned by the Trust and (ii) having incurred all liabilities incurred by the Trust, and all transactions between the Trust and the Certificateholder will be disregarded. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as provided in the preceding sentence for such tax purposes. (b) Neither the Owner Trustee nor the Certificateholder will make an election on IRS Form 8832 or otherwise to classify the Trust as an association taxable as a corporation for federal, State, or any other applicable tax purpose. (c) In the event that the Trust has two (2) or more owners for federal income tax purposes, pursuant to Treasury Regulations promulgated under Section 7701 of the Code, it will be treated as a partnership. At any such time that the Trust has two (2) or more equity owners, this Agreement will be amended, in accordance with Section 10.1 herein, and appropriate provisions will be added so as to provide for treatment of the Trust as a partnership. (d) In the event that the Trust is classified as a partnership for federal income tax purposes, (i) the Depositor (or if the Depositor is no longer a Certificateholder, the Majority Certificateholder) is hereby designated as the “partnership representative” under Section 6223(a) of the Code and (ii) the partnership representative will or will cause the Trust, to the extent eligible, to make the election under Section 6221(b) of the Code with respect to determinations of adjustments at the partnership level and take any other action (such as disclosures and notifications) necessary or appropriate to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the partnership representative will or will cause the Trust to make the election under Section 6226(a) of the Code with respect to the alternative to payment of imputed underpayment by a partnership and take any other action such as filings, disclosures and notifications necessary or appropriate to effectuate such election. The partnership representative is authorized, in its sole discretion, to make any available election with respect to the BBA Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of the Code and to conduct the Trust’s affairs with respect to the BBA Partnership Audit Rules. Each Certificateholder and, if different, each beneficial owner of a Certificate, shall promptly provide the partnership representative any requested information, documentation or material to enable the partnership representative to make any of the elections described in this clause (d) and otherwise comply with the BBA Partnership Audit Rules. The provisions of this Section 2.11(d) shall survive any termination of this Agreement. In addition, should the Trust be classified as a partnership, the partnership representative, may, in its sole discretion, cause the Trust to make an election under Section 754 of the Code.

  • Income Tax Characterization For purposes of federal income, state and local income and franchise and any other income taxes, the Issuer will, and each Noteholder by such Noteholder’s acceptance of any such Notes (and each Person who acquires an interest in any Notes through such Noteholder, by the acceptance by such Person of an interest in the applicable Notes) agrees to, treat the Notes that are characterized as indebtedness at the time of their issuance, and hereby instructs the Issuer to treat such Notes, as indebtedness for federal, state and other tax reporting purposes. Each Noteholder agrees that it will cause any Person acquiring an interest in a Note through it to comply with this Indenture as to treatment as indebtedness under applicable tax law, as described in this Section 3.21. The Notes will be issued with the intention that, for federal, state and local income and franchise tax purposes the Trust shall not be treated as an association or publicly traded partnership taxable as a corporation. The parties hereto agree that they shall not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 (or any successor provision) whereby the Trust or any portion thereof would be treated as a corporation for federal income tax purposes. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment.

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