Tax Treatment as Contribution Sample Clauses

Tax Treatment as Contribution. The contribution, transfer, conveyance and assignment effectuated pursuant to this Agreement shall be treated as a transaction in "assets-over" form pursuant to Treasury Regulation Section 1.708-1(c)(3). To the extent any Participating Party transfers all or any portion of a Participating Entity Interests to the Operating Partnership in exchange for a Cash Amount, or to the extent any portion of a Participating Party's transfer of a Participating Entity Interest is otherwise treated as a "disguised sale" pursuant to Section 707 of the Code or the Treasury Regulations promulgated thereunder (such Participating Party referred to as a "Selling Party," and the portion of the Participating Entity Interests sold referred to as a "Sold Interest"), such transfer shall be treated as a purchase of the Sold Interest by the Operating Partnership directly from the Selling Party in accordance with the provisions of Treasury Regulation Section 1.708-1(c)(4) and Code Section 741. To the extent that Contributor constitutes a Selling Party, Contributor expressly consents to treat the transfer of the Sold Interests as a sale of an interest in the Participating Entity for all federal tax purposes. The Operating Partnership and Contributor agree that the transaction shall be treated for federal income tax purposes as if the Selling Party first sold the Sold Interests in the Participating Entity to the Operating Partnership, the Participating Entity then transferred its assets and liabilities (except to the extent attributable to the Sold Interests) to the Operating Partnership in exchange for OP Units, and then the Participating Entity liquidated, distributing the OP Units to its partners or members (other than the Selling Parties with respect to the Sold Interests) and distributing the balance of its assets and liabilities to the Operating Partnership in redemption of the Sold Interests acquired by the Operating Partnership.
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Tax Treatment as Contribution. So long as some portion of the consideration received is in the form of OP Units, the parties hereto intend and agree that, for federal income tax purposes, the contribution, transfer, conveyance and assignment effectuated pursuant to this Agreement shall be treated as a transaction in “assets-over” partnership merger pursuant to Treasury Regulation Section 1.708-1(c)(3). As a result, to the extent any Participating Party transfers all or any portion of a Participating Entity Interest to the Operating Partnership in exchange for a Cash Amount, or to the extent any portion of a Participating Party’s transfer of a Participating Entity Interest is otherwise treated as a “disguised sale” pursuant to Section 707 of the Code or the Treasury Regulations promulgated thereunder (such Participating Party referred to as a “Selling Party,” and the portion of the Participating Entity Interests sold referred to as a “Sold Interest”), such transfer shall be treated as a sale by the Selling Party and a purchase of the Sold Interest by the Operating Partnership directly from the Selling Party in accordance with the provisions of Treasury Regulation Section 1.708-1(c)(4). To the extent that Contributor constitutes a Selling Party, Contributor expressly agrees and consents to treat the transfer of the Sold Interests as a sale of an interest in the Participating Entity for all federal tax purposes. The Operating Partnership and Contributor agree that the transaction shall be treated for federal income tax purposes as if the Selling Party first sold the Sold Interests in the Participating Entity to the Operating Partnership, the Participating Entity then transferred its assets and liabilities (except to the extent attributable to the Sold Interests) to the Operating Partnership in exchange for OP Units, and then the Participating Entity liquidated, distributing the OP Units to its partners or members (other than the Selling Parties with respect to the Sold Interests) and distributing the balance of its assets and liabilities to the Operating Partnership in redemption of the Sold Interests acquired by the Operating Partnership. Any cash paid to a Contributor pursuant to this Agreement shall be paid only after the receipt of a consent from such Contributor that, for federal income tax purposes, such payment of cash shall be treated as a sale of the Sold Interests by the Contributor that is a Selling Party and a purchase of such Sold Interests by the Operating Partnership for the...
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Tax Treatment as Contribution. The contribution, transfer, conveyance and assignment of Participating Entity Interests and/or Properties to the Operating Partnership from the Company shall be effected in a transaction qualifying under Section 721 of the Code.
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Tax Treatment as Contribution. The parties hereto intend and agree that, for federal income tax purposes, the contributions, transfers, conveyances and assignments effectuated pursuant to this Agreement shall be treated as contributions of the Properties by the Contributors to the Operating Partnership in accordance with Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”).
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Tax Treatment as Contribution. The contribution, transfer, conveyance and assignment effectuated pursuant to this Agreement for the OP Unit Consideration shall be treated as a transaction in “assets-over” form pursuant to Treasury Regulation Section 1.708-1 (c)(3). The parties are not aware of any reason that any Contributor’s transfer of any portion of Contributors’ Contributed Interests would be treated as a taxable sale pursuant to Section 707 of the Internal Revenue Code of 1986, as amended (the “Code”), or the Treasury Regulations thereunder, but if any such transfer is so treated (any such Contributor referred to as a “Selling Member,” and the portion of the interest sold referred to as the “Sold Interest”), then such transfer shall be treated as a purchase of the Sold Interest by the Operating Partnership directly from the Selling Member in accordance with the provisions of Treasury Regulation Section 1.708-1(c)(4) and Code Section 741. Each Selling Member expressly consents to such tax treatment with respect to their Sold Interest.
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Related to Tax Treatment as Contribution

  • ALLOCATION OF CONTRIBUTIONS If the application is in good order, the initial Contribution will be applied within two Business Days of receipt at the Retirement Resource Operations Center. During the right to cancel period, all Contributions will be allocated in one or more of the Sub-Account(s) as specified in the application. During the right to cancel period, the Owner may change the allocations to the Sub-Accounts. Subsequent Contributions will be allocated to the Annuity Account in the proportion Requested by the Owner. If there are no accompanying instructions, then allocations will be made in accordance with standing instructions. Allocations will be effective upon the Transaction Date.

  • PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS The Plan: (Choose (a) or (b); (c) is available only with (b)) [X] (a) Does not permit Participant nondeductible contributions. [ ] (b) Permits Participant nondeductible contributions, pursuant to Section 14.04 of the Plan.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Qualified Nonelective Contributions If the Employer, at the time of contribution, designates a contribution to be a qualified nonelective contribution for the Plan Year, the Advisory Committee will allocate that qualified nonelective contribution to the Qualified Nonelective Contributions Account of each Participant eligible for an allocation of that designated contribution, as specified in Section 3.04 of the Employer's Adoption Agreement. The Advisory Committee will make the allocation to each eligible Participant's Account in the same ratio that the Participant's Compensation for the Plan Year bears to the total Compensation of all eligible Participants for the Plan Year. The Advisory Committee will determine a Participant's Compensation in accordance with the general definition of Compensation under Section 1.12 of the Plan, as modified by the Employer in Sections 1.12 and 3.06 of its Adoption Agreement.

  • Catch-Up Contributions Unless otherwise elected in Section 2.4 of this amendment, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

  • Rollover Contributions An amount which qualifies as a rollover contribution pursuant to the Federal Internal Revenue Code may be transferred to and paid under this contract as a contribution for a Participant. Prudential may require proof that the amount paid so qualifies.

  • Qualified Matching Contributions If selected below, the Employer may make Qualified Matching Contributions for each Plan Year (select all those applicable):

  • Deduction Limitation on Benefit Payments If the Bank reasonably anticipates that the Bank’s deduction with respect to any distribution under this Agreement would be limited or eliminated by application of Code Section 162(m), then to the extent deemed necessary by the Bank to ensure that the entire amount of any distribution from this Agreement is deductible, the Bank may delay payment of any amount that would otherwise be distributed under this Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in the event of the Executive’s death) at the earliest date the Bank reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m).

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Return of Contributions The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

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