Tax Treatment of Notes. Each of the Depositor and the Servicer agree to treat the Notes as indebtedness for U.S. federal, State and local income and franchise tax purposes.
Tax Treatment of Notes. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for United States federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuer and the Indenture Trustee, by entering into this Indenture, and each Noteholder, by its acceptance of its Note, agree to treat the Notes for United States federal, state and local income, single business and franchise tax purposes as indebtedness.
Tax Treatment of Notes. Each of the Issuer, the Revolving Credit Note Agent, the Trustee and each Class A-R Noteholder hereby agrees to treat the Class A-R Notes as indebtedness solely of the Issuer for U.S. Federal, and, to the extent permitted by law, state and local income and franchise tax purposes, to report all income (or loss) in accordance with such characterization and not to take any action inconsistent with such treatment unless otherwise required by any relevant taxing authority.
Tax Treatment of Notes. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for United States federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuer and the Indenture Trustee, by entering into this Indenture, and each Noteholder and beneficial owner of a Note, by its acceptance of its Note or of a beneficial interest therein, will be deemed to, agree to treat the Notes as indebtedness for United States federal, state and local income, single business and franchise tax purposes.
Tax Treatment of Notes. The Company agrees, and by acceptance of a beneficial ownership interest in the Notes each beneficial holder of Notes will be deemed to have agreed, for United States federal income tax purposes, (i) to treat the Notes as debt instruments that are subject to Section 1.1275-4(b) of the Treasury Regulations (the "Contingent Debt Regulations"), and, for purposes of the Contingent Debt Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the Notes as a contingent payment and (ii) to be bound by the Company's determination of the "comparable yield" and "projected payment schedule," within the meaning of the Contingent Debt Regulations, with respect to the Notes. The comparable yield and the schedule of projected payments are not determined for any purpose other than for the determination of interest accruals and adjustment thereof in respect of the Notes for United States federal income tax purposes. The comparable yield and the schedule of projected payments do not constitute a projection or representation regarding the future stock price or the amounts payable on the Notes. For purposes of the foregoing, the Company's determination of the "comparable yield" is 7.45 % per annum, compounded semiannually. The projected payment schedule, determined by the Company, is attached hereto as Exhibit D. A Holder of Notes may obtain the amount of Original Issue Discount, Issue Date, yield to maturity, comparable yield and a copy of the projected payment schedule attached hereto as Exhibit D for the Notes by telephoning the Company's Investor Relations Department at (212) 399-8000 or submitting a written request for such information tx Xxx Xxxxxxxxlic Group of Companies, Inc., 1271 Avenue of the Americas, New York, New York 10020, Attn: Susan V. Xxxxxx.
Tax Treatment of Notes. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness. The Issuer and the Indenture Trustee, by entering into this Indenture, and each Noteholder, by its acceptance of its Note, agree to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness. This Section 3.11 shall not apply to the tax treatment of the Notes in any taxing jurisdiction where neither the Issuer nor any Noteholder is classified as an entity separate from the owner(s) of the Issuer, and, as a result, the Notes are disregarded for tax purposes.
Tax Treatment of Notes. The parties hereto intend, for U.S. federal (and applicable state and local) income tax purposes to treat the EchoStar Exchange Notes as indebtedness that are not “contingent payment debt instruments” within the meaning of Treasury Regulations Section 1.1275-4 and shall not take any position for U.S. federal (and applicable state and local) income tax purposes inconsistent with such treatment except to the extent otherwise required by a change in applicable law or a “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended.
Tax Treatment of Notes. (a) The parties hereto hereby agree, and by the purchase or acceptance of a Note or a beneficial interest in a Note, each Holder and each beneficial owner of a Note hereby agrees, for all U.S. federal income tax purposes (in the absence of a change in applicable law requiring a contrary treatment):
(1) to treat the Notes as indebtedness of the Company;
(2) to treat the Notes as indebtedness that is subject to U.S. Treasury Regulation section 1.1275-4(b); and
(3) to treat the fair market value of any Common Stock paid to and received by a Holder or beneficial owner of a Note upon conversion of a Note or a beneficial interest in a Note as a contingent payment under U.S. Treasury Regulation section 1.1275-4(b) that will result in an adjustment under U.S. Treasury Regulation section 1.1275-4(b)(3)(iv) and U.S. Treasury Regulation section 1.1275-4(b)(6).
(b) Comparable Yield and Projected Payment Schedule. Solely for purposes of applying U.S. Treasury Regulation section 1.1275-4 to the Notes:
(1) The Company hereby agrees, and by the purchase or acceptance of a Note or a beneficial interest in a Note, each Holder and each beneficial owner of a Note hereby agrees, for United States federal income tax purposes, to accrue interest with respect to outstanding Notes (in the case of the Company) or with respect to its Note or beneficial interest in a Note (in the case of a Holder or beneficial owner of a Note) as original issue discount according to the “noncontingent bond method,” as set forth in U.S. Treasury Regulation section 1.1275-4(b), using the comparable yield, as defined in U.S. Treasury Regulation section 1.1275-4(b)(4)(i), for the Notes of 7.79%, compounded semi-annually (the “Comparable Yield”) and the projected payment schedule of this First Supplemental Indenture (the “Projected Payment Schedule,” attached hereto as Annex B) (in the case of the Comparable Yield and the Projected Payment Schedule, in the absence of an administrative determination or judicial ruling to the contrary);
(2) The Company hereby acknowledges and agrees, and by the purchase or acceptance of a Note or a beneficial interest in a Note, each Holder and each beneficial owner of a Note hereby acknowledges and agrees, that (i) the Comparable Yield and the Projected Payment Schedule are not determined for any purpose other than for the purpose of applying U.S. Treasury Regulation section 1.1275-4(b) to the Notes and beneficial interests in the Notes and (ii) the Comparable Yield and Pr...
Tax Treatment of Notes. The Company agrees and the Holders, by purchasing the Notes, will be deemed to agree that (i) the Notes are contingent payment debt instruments as defined in Treasury Regulations Section 1.1275-4(b), (ii) each Holder shall be bound by the Company's application of the Treasury Regulations to the Notes, including the Company's determination that the rate at which interest will be deemed to accrue on the Notes for United States federal income tax purposes will be 8.9% compounded semi-annually, which is the rate comparable to the rate at which the Company would borrow on a noncontingent, nonconvertible basis with terms and conditions otherwise comparable to the Notes, (iii) each Holder shall use the projected payment schedule with respect to the Notes determined by the Company, as required by Treasury Regulations Section 1.1275-4(b)(4)(iv), to determine its interest accruals and adjustments as provided in Treasury Regulations Section 1.1275-4(b), and (iv) the Company and each Holder will not take any position on a tax return inconsistent with (i), (ii), or (iii), unless required by applicable law. A Holder of Notes may obtain the issue price, amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule for the Notes by submitting a written request for such information to the Company at the following address: WCI Communities, Inc.; 24301 Walden Center Drive; Bonita Springs, FL 34134; (239) 947-2600; Axxxxxxxx: Xxxxx X. Cullen, Esq.
Tax Treatment of Notes. The Company agrees, and by ---------------------- acceptance of a beneficial interest in the Notes, each beneficial holder of the Notes will be deemed to have agreed, for United States federal income tax purposes (1) to treat the Notes as indebtedness that is subject to Treas. Reg. Sec.
1. 1275-4 (the "Contingent Debt Regulations") and, for purposes of the Contingent Debt Regulations, to treat, without limitation, the amount of cash and the fair market value of any Shares received by a beneficial holder upon any conversion of the Notes as a contingent payment and (2) to be bound by the Company's determination of the "comparable yield" and "projected payment schedule," within the meaning of the Contingent Debt Regulations, with respect to the Notes. For purposes of the foregoing, the Company's determination of the "comparable yield" is 7.13% per annum and the Company's determination of the "projected payment schedule" is as set forth in Exhibit G attached hereto. A Holder of Notes may also obtain the comparable yield and projected payment schedule by submitting a written request to the Company at the following address: Valassis Communications, Inc., 00000 Xxxxxx Xxxxxxx, Livonia, Michigan 48152, Attention: General Counsel.
