USRPHC. The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.
USRPHC. The Company is not a USRPHC as of the date of this Agreement.
USRPHC. The Sponsor shall cause the Company not to enter into any transaction that would result in the Company being categorized as a U.S. Real Property Holding Company (“USRPHC”) under Section 897 of the Internal Revenue Code of 1986, as amended.
USRPHC. The Company shall notify the Investors and Tender Offer Holders promptly after becoming aware that the Company is, or is reasonably likely to be, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Internal Revenue Code (the “Code”). In addition, at any time upon an Investor or Tender Offer Holder’s reasonable request, the Company shall issue a statement to the Investor or Tender Offer Holder, in form and substance as described in Treasury Regulations sections 1.897-2(h)(1) and 1.1445-2(c) (or any successor regulations) and signed under penalties of perjury, regarding whether any interest in the Company constitutes a “U.S. real property interest” within the meaning of Section 897(c) of the Code, together with an executed notice to the IRS described in Treasury Regulations section 1.897-2(h)(2) (or any successor regulation). Such statement shall be delivered within ten (10) days of the Investor or Tender Offer Holder’s written request therefor.
USRPHC. Within a reasonable period following (and in any event within 20 days after receipt of) written request by a Holder, the Company shall provide such Holder with a written statement informing such Investor whether such Investor’s interest in the Company constitutes a “United States real property interest” as defined in Section 897(c)(1) of the Code.
USRPHC. Each of New Charter and the Company will cooperate and consult with Purchaser in connection with the preparation of an analysis and methodology to determine whether the Company and/or New Charter is or will be a United States real property holding corporation, as defined in Section 897(c)(2) of the Internal Revenue Code of 1986, as amended, (a “USRPHC”) as of the Closing Date, including as a result of the transactions contemplated by the Mergers Agreement and the Bright House Transactions (as defined in the Mergers Agreement), or has any plan or intention to become a USRPHC. Such cooperation shall include the provision of information that is reasonably relevant to any such analysis and determination and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided to Purchaser in connection with the foregoing.
USRPHC. From time to time upon the request of the Representative, the Company agrees to cooperate with the Permitted Holders in providing the Permitted Holders with the Company’s assessment of its United States real property holding corporation (“USRPHC”) status within the meaning of Section 897(e)(2) of the Code. In the event the Company determines it is or was a USRPHC, the Company agrees further to cooperate in good faith with the Permitted Holders to eliminate or minimize any withholdings of United States Taxes that could be imposed with respect to the Notes, Common Stock or Warrants held by the Permitted Holders.
USRPHC. The Company shall promptly notify the Investors if it becomes aware, after due inquiry, that the Company is or is reasonably likely to become a United States real property holding corporation within the meaning of Section 897(c) of the Code.
USRPHC. The term "USRPHC" shall have the meaning specified in Section 4.32 of this Agreement.
USRPHC. In the event that the Company reasonably determines in good faith that 40% or more of the Company’s USRPHC Asset Base (as defined below) consists of “United States real property interests” (within the meaning of Section 897(c)(1) of the Code), the Company shall promptly notify the Buyers of such determination in writing. For purposes of the foregoing, the Company’s “USRPHC Asset Base” shall mean the amount determined under Section 897(c)(2)(B) of the Code.
