Tax Treatment of Equity and Payments Sample Clauses

Tax Treatment of Equity and Payments. (a) Amgen and BioAge intend to treat the issuance to Amgen of the Shares and the payment of any Milestone Payments and any royalties pursuant to this Article 3 as consideration for the transfer of Licensed Patents and Licensed Know-How to BioAge for U.S. federal income Tax purposes (and applicable state, local or non-U.S. Tax purposes). (b) Amgen and BioAge shall file all Tax returns, reports, schedules, information statements and other documents consistently with the understandings set forth in this Section 3.9.4, and shall take no contrary position on any such Tax return, or in any audit, claim, investigation or proceeding in respect of Taxes unless otherwise required pursuant to a final determination within the meaning of Section 1313 of the Code, or any analogous provision of applicable state, local or non-U.S. law.
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Tax Treatment of Equity and Payments. (a) AMGEN and XXXXX intend to treat the issuance to AMGEN of the AMGEN Shares and the payment of any Milestone Payments and any royalties pursuant to this Article 3 as consideration for the transfer of Licensed Patents and Licensed Know-How to XXXXX for U.S. federal income Tax purposes (and applicable state, local or non-U.S. Tax purposes). (b) AMGEN and XXXXX intend to treat the transfer of the Licensed Patents and Licensed Know-How to XXXXX in exchange for the AMGEN Shares , any Milestone Payments and any royalties pursuant to this Article 3 as part of an integrated transaction constituting a transfer described in Section 351 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and any analogous provision of applicable state, local or non-U.S. law, and agree that the fair market value of the AMGEN Shares as of the issuance date thereof shall be equal to the product of the price per share paid by investors for such shares multiplied by the number of shares issued to AMGEN. (c) AMGEN and XXXXX intend to treat the issuance of the AMGEN Shares issued after the first closing and the payment of any Milestone Payments or royalties under this Agreement as additional consideration in respect of the transfer of the Licensed Patents and Licensed Know-How to XXXXX for U.S. federal income tax purposes and for applicable state, local and non-U.S. purposes as part of an integrated transaction constituting a transfer described in Section 351 of the Code and any analogous provision of applicable state, local or non-U.S. law, and agree that the AMGEN shares issued at or after the initial closing of the Series A Financing shall have a fair market value equal to the product of the price per share paid by investors for such shares multiplied by the number of shares issued to AMGEN. (d) AMGEN and XXXXX shall file all Tax returns, reports, schedules, information statements and other documents consistently with the understandings set forth in this Section 3.9.4, and shall take no contrary position on any such Tax return, or in any audit, claim, investigation or proceeding in respect of Taxes unless otherwise by applicable Federal, state, local or non-U.S. law. (e) AMGEN represents that the Licensed Patents, the Licensed Know How and any other property contributed or licensed to XXXXX pursuant to this Agreement (i) constitute “property” within the meaning of Section 351 of the Code and (ii) do not have an adjusted tax basis for applicable tax purposes in AMGEN’s ha...
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Related to Tax Treatment of Equity and Payments

  • Tax Treatment of Payments Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or foreign Law), Seller, Purchaser, the Company and their respective Affiliates shall treat any and all payments under this Article ‎VII, Section ‎‎2.7 and ‎Article ‎X as an adjustment to the Purchase Price for Tax purposes.

  • Tax Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

  • Tax Treatment of Indemnity Payments Seller and Buyer agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the Purchase Price for Tax purposes.

  • 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).

  • CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007). This clause applies only if this contract exceeds (i) $100,000 if included in

  • 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.

  • No Legal, Tax or Investment Advice Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to such Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

  • Treatment of Indemnification Payments All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment to the Adjusted Purchase Price.

  • 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.

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

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