US Federal Income Tax. The Company is not subject to United States federal income tax at present, or as a result of the transaction which reincorporated the Company outside of the United States of America.
US Federal Income Tax. The Target is not subject to United States federal income tax at present, or as a result of the transaction which reincorporated Target outside of the United States of America.
US Federal Income Tax. The Company is a domestic entity with a single owner and is to be disregarded as a separate entity for U.S. federal income tax purposes as provided in Treas. Reg. § 301.7701-3. The Company’s books of account shall be maintained on a basis consistent with such treatment and on the same basis utilized in preparing the U.S. federal income tax return of the entity into which the Company is disregarded for U.S. federal income tax purposes. The Member shall take all reasonable action, including the amendment of this Agreement and the execution of other documents, as may reasonably be required in order for the Company to be disregarded as a separate entity for U.S. federal income tax purposes. The Member shall maintain the records of the Company for three (3) years following the termination of the Company. The term “Treas. Reg.” shall mean the final, proposed or temporary income tax regulations promulgated under the Code and effective as of the date hereof. Such term shall include any future amendments or proposed amendments to such regulations and any corresponding provisions of succeeding regulations.
US Federal Income Tax. If you are engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that trade or business (and, if certain tax treaties apply, the interest is attributable to a permanent establishment maintained by you in the United States), you will be subject to U.S. federal income tax on that interest on a net income basis (although exempt from the 30% withholding tax, provided you comply with certain certification and disclosure requirements discussed above in “—U.S. Federal Withholding Tax”) in the same manner as if you were a U.S. person as defined under the Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of such effectively connected interest. Any gain realized on the disposition of a note generally will not be subject to U.S. federal income tax unless: • the gain is effectively connected with your conduct of a trade or business in the United States (and, if applicable under a tax treaty, attributable to a permanent establishment maintained by you in the United States), in which case if you are a foreign corporation the branch profits tax described above may also apply, or • you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.
US Federal Income Tax. If you are engaged in a trade or business in the United States and interest on the Notes is effectively connected with your conduct of that trade or business (or the interest is attributable to a permanent establishment maintained by you in the United States if a tax treaty applies), you will be subject to U.S. federal income tax on that interest on a net income basis (although exempt from the 30% withholding tax, provided you comply with certain certification and disclosure requirements discussed above in “— U.S. Federal Withholding Tax”). In addition, if a Non-U.S. Holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of such effectively connected interest. Any gain realized on the disposition of a Note generally will not be subject to U.S. federal income tax unless: •the gain is effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States (or, if a tax treaty applies, attributable to a permanent establishment maintained by a Non-U.S. Holder in the United States); or •you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met. If you are an individual and are described in the first bullet above, you will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates in the same manner as if you were a U.S. resident. If you are a foreign corporation and are described in the first bullet above, you will be subject to tax on your gain under regular graduated U.S. federal income tax rates in the same manner as if you were a U.S. Holder and, in addition, may be subject to the branch profits tax on your effectively connected earnings and profits at a rate of 30% or at such lower rate as may be specified by an applicable income tax treaty. If you are an individual described in the second bullet above, you will be required to pay a flat 30% tax on the gain derived from the sale, which tax may be offset by U.S.-source capital losses for the year. Non-U.S. Holders should consult any applicable income tax or other treaties that may provide for different rules.
US Federal Income Tax. With respect to any RemainCo Prepared Pre-Spin/Straddle Mixed Returns, to the extent any Income Taxes are reflected as due and payable thereon (determined by taking into account any refundable credits but not any estimated Tax payments), the amount of U.S. federal Income Taxes allocable to SpinCo shall be the amount of such U.S. federal Income Taxes that the SpinCo Affiliated Group would have been required to pay on a consolidated basis if the SpinCo Affiliated Group had paid tax on behalf of an affiliated group consisting only of the SpinCo Group, as determined in a manner consistent with the following principles:
