Tax Treatment of the Contribution Sample Clauses

Tax Treatment of the Contribution. The contribution, transfer, conveyance and assignment of the Assets by the Contributors to the REIT in exchange for the Common Stock Consideration is intended to be treated by the parties for U.S. federal income tax purposes as a contribution by Terra Fund 5 to the REIT in a tax-deferred transaction that qualifies under Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"). The Contributors and the REIT agree to make the election set forth in Section 362(e)(2)(C) of the Code in connection the contribution to apply the limitation in Section 362(e)(2)(A) of the Code to the Contributors' tax basis in the Common Stock Consideration (and not the tax basis of the Assets contributed to the REIT) (the "Section 362(e)(2)(C) Election"), and the Contributors and the REIT agree to take such additional actions and execute any additional documentation as may be required to effectuate such election. The Contributors and the REIT intend for this Agreement to be a binding agreement to elect to apply Section 362(e)(2)(C) of the Code within the meaning of Treasury Regulation Section 1.362-4(d)(1)(i). The Contributors shall file a Section 362(e)(2)(C) Statement as described in Treasury Regulation Section 1.362-4(d)(3) in accordance with the procedures set forth therein.
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Tax Treatment of the Contribution. For United States federal income tax purposes, it is intended that the Contribution and the Debt Conversion, taken together, be treated as part of an integrated plan and as a wholly tax-deferred (other than in respect of the receipt of cash in lieu of fractional shares) contribution pursuant to Section 351 of the Code. The parties hereto agree to report the Contribution and Debt Conversion consistently with the foregoing on all applicable Tax Returns.
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Tax Treatment of the Contribution. The contribution, transfer, conveyance and assignment of the Contributed Assets to OP by Contributor for the Unit Consideration pursuant to this Agreement is intended to be treated by the Parties for U.S. federal income tax purposes as a contribution to an entity treated as a partnership for U.S. federal income tax purposes in exchange for an interest in such partnership that is governed by Section 721(a) of the Internal Revenue Code of 1986, as amended.
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Tax Treatment of the Contribution. The Contribution shall be treated by the Contributing Parties and the Recipient Parties as a contribution by CGSH of an undivided interest in the Interests in exchange for the Consideration under Section 721 of the Code.
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Tax Treatment of the Contribution. Contributor and Acquirer agree to treat (i) the contribution of the Contributed Assets (other than the FF&E) to the Acquirer in exchange for the Units as a tax-deferred contribution of property to Acquirer in exchange for partnership interests under Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the exchange of the FF&E for the cash consideration described in Section 1.5(a) as a taxable exchange. Contributor and Acquirer shall take no positions inconsistent with the treatment described in the preceding sentence. Acquirer shall use the “traditional method” (without curative allocations) under Treasury Regulations section 1.704-3(c) for purposes of making all allocations under Section 704(c) of the Code with respect to the Contributed Assets (other than the FF&E).
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Tax Treatment of the Contribution. The contribution, transfer, conveyance and assignment of the Contributed Units by the Contributor to the REIT in exchange for the Common Stock Consideration is intended to be treated by the parties for U.S. federal income tax purposes as a tax-deferred transaction that qualifies under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”).
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Tax Treatment of the Contribution. 4 3.1 Federal Income Tax Treatment of Contributing Stockholders and IPO Public Stockholders................................................................4 3.2 Federal Income Tax Treatment of the Holding Company and Asian Entities......5 3.3 Obligations of the Holding Company, Contributing Stockholders and IPO Public Stockholders................................................................5 3.4 Termination of "S" Corporation Status.......................................5 ARTICLE IV
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Tax Treatment of the Contribution. The parties hereto intend and agree to treat, for U.S. federal income tax purposes, the contribution of the Contributed Interests in exchange for OP Units effectuated pursuant to this Agreement as a contribution to a partnership pursuant to Section 721 of the Code, except with respect to OP Units received in connection with amounts under Section 1.04, and no party shall maintain any position to the contrary on any Tax Return or otherwise.
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Related to Tax Treatment of the Contribution

  • Federal Income Tax Treatment of the Trust (a) For so long as the Trust has a single owner for federal income tax purposes, it will, pursuant to Treasury Regulations promulgated under section 7701 of the Code, 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.

  • Tax Treatment of the Merger The parties intend that, for United States federal income tax purposes (and, where applicable, state and local income tax purposes), the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code.

  • 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 and Purchaser shall (and shall cause their respective Affiliates to) 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.

  • 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.

  • ALLOCATION OF CONTRIBUTIONS You may place your contributions in one fund or in any combination of funds, although your employer may place restrictions on investment in certain funds.

  • 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).

  • Tax Treatment of Indemnity Payments Seller and Purchaser agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the Purchase Price for federal, state, local and foreign income tax purposes unless otherwise required by Law.

  • Federal Tax Treatment Notwithstanding anything to the contrary contained in this Agreement or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Treatment of Tax Indemnity and Tax Benefit Payments In the absence of any change in Tax treatment under the Code or other applicable Tax Law,

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