Taxable REIT Subsidiary Election Sample Clauses

Taxable REIT Subsidiary Election. Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust ("REIT") under Sections 856 through 860 of the Code, the Company and any corporation in which the Company owns at least 35% of vote or value of the stock (including OmniOffices (UK) Limited, a company incorporated in England, and OmniOffices (Lux) 1929 Holding Company S.A., a company organized under the laws of the Grand Duchy of Luxembourg), shall elect to be treated as a "taxable REIT subsidiary" pursuant to Section 856(l) of the Code. If CarrAmerica's ownership of the Common Stock of the Company is (i) reduced below five percent (5%) for a continuous period of six months or longer or (ii) is reduced below ten percent (10%) for a continuous period of twelve months or longer, CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which the last month of such six month or twelve month period, as applicable, occurs.
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Taxable REIT Subsidiary Election. The Company shall cooperate with any real estate investment trust that is a direct or indirect equityholder of Kimco in making any requested election to cause the Company to be a treated as a “taxable REIT subsidiary” with respect to such real estate investment trust.
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Taxable REIT Subsidiary Election. Bimini shall have received a properly completed IRS Form 8875 signed by Parent electing to treat Parent as a “taxable REIT subsidiary” of Bimini within the meaning of Section 856(l) of the Code.
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Taxable REIT Subsidiary Election. (a)(i) Effective as of January 1, 2001 and for so long thereafter as EOPT continues to make the election to be taxed as a real estate investment trust (a "REIT") under Sections 856 through 860 of the Code, the Company and OPCO shall (x) elect to be treated as a "taxable REIT subsidiary" (a "TRS") pursuant to Section 856(l) of the Code of EOPT, and (y) not take any action to cause the Company to fail to qualify as a TRS of EOPT; provided that EOPT shall, at the request of the Company, consent to and join in the revocation of such election if an EOP De Minimis Event shall occur any time after the acquisition of Series A Preferred by EOP from FCG (the "Initial Closing Date") (which revocation shall be effective for the first taxable year immediately following the taxable year in which such EOP De Minimis Event occurs).
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Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust ("REIT") under Sections 856 through 860 of the Code, the Company and any corporation in which the Company owns at least 35% of vote or value of the stock (including OmniOffices (UK) Limited, a company incorporated in England, and OmniOffices (Lux) 1929 Holding Company S.A., a company organized under the laws of the Grand Duchy of Luxembourg), shall (A) elect to be treated as a "taxable REIT subsidiary" of CarrAmerica pursuant to Section 856(l) of the Code (a "TRS") and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica. If CarrAmerica's ownership of the Common Stock of the Company is (A) reduced below five percent (5%) for a continuous period of six months or longer or (B) reduced below ten percent (10%) for a continuous period of twelve months or longer, CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which the last month of such six month or twelve month period, as applicable, occurs. Notwithstanding the foregoing, for so long as CarrAmerica continues to make the election to be taxed as a REIT, the Company shall, so long as the Company is a TRS of Equity Office Properties Trust or any successor-in-interest thereof ("EOPT"), (A) elect to be treated as a TRS of CarrAmerica and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica, provided that CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which a CarrAmerica De Minimis Event (as defined below) shall occur. As a condition to any merger, consolidation, reorganization or other business combination to which the Company is a party pursuant to which CarrAmerica acquires any equity interest in any entity other than the Company, such entity, so long as it is a TRS of EOPT, shall agree to (A) file an election to be treated as a TRS of CarrAmerica effective as of the date of consummation of such business combination (or, if such business combination takes place before January 1, 2001, effective beginning January 1, 2001) and (B) not take any action that would cause such entity to fail to qualify as a TRS of CarrAmerica for so long thereafter as CarrAmerica continues to make the election to b...
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Taxable REIT Subsidiary Election. Buyer may make, or require Seller to make or cause to be made, an election under Section 856(l) of the Code, effective as of the Closing Date, to treat the Seller Subsidiary owning the Baltimore Property for federal income tax purposes as a “taxable REIT subsidiary” and Seller shall cooperate in connection with making such election.
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Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust
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Taxable REIT Subsidiary Election. Before the Closing, Buyer shall provide Seller two (2) original versions of IRS Form 8875, Taxable REIT Subsidiary Election (“Form 8875”), that shall be executed by an appropriate officer of [***] (the “REIT”) so that an appropriate officer of Zynga may execute the Form 8875, which shall be deposited into escrow at Closing pursuant to Section 8.3(a)(9) above. The Form 8875 shall be filed by the REIT to effectuate the joint election of Zynga and the REIT for Zynga to be a taxable REIT subsidiary (within the meaning of Section 856(l) of the Internal Revenue Code of 1986, as amended) of the REIT, and shall have an effective date no later than the Closing Date. The parties hereto have executed this Agreement as of the date set forth in the first paragraph of this Agreement. Seller: BIG DOG HOLDINGS LLC, a Delaware limited liability company By: Zynga Inc., a Delaware corporation, its sole member By: /s/ Jxxxx X. Xxxxxxx Name: Jxxxx X. Xxxxxxx Its: CFO Buyer: BCP-CG 650 PROPERTY LLC, a Delaware limited liability company By: BCG-CG 650 Holdings, LLC, a Delaware limited liability company its sole member By: BCP-CG 650 REIT LLC, a Delaware limited liability company its sole member By: BCP JV Manager II LLC, a Delaware limited liability company its manager By: /s/ Cxxxxxxxx Xxxxxxx Name: Cxxxxxxxx Xxxxxxx Title: Managing Director COUNTERPART SIGNATURE PAGE TO AGREEMENT OF PURCHASE AND SALE DATED AS OF MAY 24, 2019 (TITLE COMPANY) Title Company agrees to act as Title Company in accordance with the terms of this Agreement and to act as the Reporting Person in accordance with Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder. TITLE COMPANY: FIRST AMERICAN TITLE INSURANCE COMPANY By: /s/ Vxxxxxx X. Xxxxxxx Name: Vxxxxxx X. Xxxxxxx Its: Escrow Officer
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Related to Taxable REIT Subsidiary Election

  • CODE SECTION 754 ELECTION Upon the approval of the General Partners, the Partnership shall file an election under Code Section 754 to adjust the tax basis of the Partnership Property, with respect to any distribution of Partnership Property to a Partner permitted by this Agreement or a Transfer of a Partnership Interest in accordance with the terms of this Agreement, in accordance with Code Sections 734(b) and 743(b). The Partners acknowledge that once a Code Section 754 election shall be validly filed by the Partnership, it shall remain in effect indefinitely thereafter unless the Internal Revenue Service approves the revocation of such election.

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Tax Matters; Section 83(b) Election The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

  • Section 754 Elections The General Partner shall elect, pursuant to Section 754 of the Code, to adjust the basis of the Partnership’s assets for (i) all transfers of Partnership Interests, and (ii) any distribution of Company property as described in Section 734 of the Code, if such election would benefit any Partner or the Partnership.

  • Code Section 83(b) Election The Participant shall be permitted to make an election under Code Section 83(b), to include an amount in income in respect of the Award of Restricted Stock in accordance with the requirements of Code Section 83(b).

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

  • Section 338 Election No election under Section 338 has been made by or with respect to any of the Acquired Corporations or any of their respective assets or properties within the last three taxable years.

  • Tax Partnership It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise approved by each Member, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law or to be classified as other than a partnership pursuant to Treasury Regulation Section 301.7701-3.

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