USRPHC Status. (a) The Company is not and never has been a “United States real property holding corporation” as defined in Section 897 of the Code.
(b) PMC would not be and at no time would it have been treated as a “United States real property holding corporation” as defined in Section 897 of the Code, if it had been a domestic corporation at all times during the period beginning five years and one day prior to the date of this Agreement and ending on the day immediately following the day on which the Effective Time occurs.
USRPHC Status. As of the Closing Date, the Company is not, and never has been, a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code (a “USRPHC”). The Company shall notify Purchaser promptly following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) or otherwise within five (5) business days of becoming aware that the Company is, or is reasonably likely to be, a USRPHC. At the Purchaser’s request from time to time while the Purchaser owns an equity interest in the Company, the Company shall use commercially reasonable efforts to determine as promptly as practicable whether it is a USRPHC and shall promptly notify the Purchaser in writing of its determination of its status as a USRPHC (and if in connection with a sale, shall, to the extent the Company determines that equity interests in the Company are not United States real property interests under Code Section 897, promptly provide to the Purchaser a statement in accordance with Treasury Regulations Section 1.897-2(h)(1) where it determines the interest being sold is not a United States real property interest within the meaning of Section 897 of the Code).
USRPHC Status. At the Purchaser’s request from time to time while the Purchaser owns an equity interest in the Company, the Company shall use commercially reasonable efforts to determine as promptly as practicable whether it is a USRPHC and shall promptly notify the Purchaser in writing of its determination of its status as a USRPHC (and if in connection with a sale, shall promptly provide to the Purchaser a statement in accordance with Treasury Regulations Section 1.897-2(h)(1) where it determines the interest being sold is not a United States real property interest within the meaning of Section 897 of the Code).
USRPHC Status. None of the Company and its subsidiaries is a United States real property holding company within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code") during the applicable period specified in Code Section 897(c)(1)(A)(ii).
USRPHC Status. The Company will not become a USRPHC at any time while the Buyer owns any Preferred Shares or Common Stock obtained upon conversion or exercise of the foregoing ("Covered Equity Interest"). If at any time and from time to time the Buyer desires to sell or dispose of any Covered Equity Interest and upon demand by the Buyer, the Company agrees to deliver to the Buyer a letter (the "Letter") which complies with sections 1.1445-2(c)(3) and 1.897-(h) (or any similar or successor provisions thereto) addressed to the Buyer stating that the Company is not and has not been a USRPHC at any time during the period beginning on the later of (i) the day five years prior to the date of the Letter and (ii) the date of this Agreement. The Letter shall be delivered the Buyer one business day prior to the sale of the Covered Equity Interest and shall be dated as of such date and signed by a corporate officer under penalties of perjury in accordance with section 1.897-2(h) of the Treasury Regulations.
USRPHC Status. At the Purchasers’ written request from time to time while the Purchasers own an equity interest in the Company, the Company shall use commercially reasonable efforts to determine as promptly as practicable whether it is a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code (a “USRPHC”) and shall, within a reasonable period after receipt of such request, notify the Purchasers in writing of its determination of its status as a USRPHC (and if in connection with a sale of an interest in the Company, shall promptly provide to the Purchasers a statement in accordance with Treasury Regulations Section 1.897-2(h)(1) where it determines the interest being sold is not a United States real property interest within the meaning of Section 897 of the Code).
USRPHC Status. No Credit Party will, nor will it permit any of its Subsidiaries to, become a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.
USRPHC Status. At any Purchaser’s request from time to time while such Purchaser owns an equity interest in the Company (which may, other than in connection with a contemplated sale of an equity interest in the Company by such Purchaser, not occur more frequently than every six months), the Company shall use commercially reasonable efforts to determine as promptly as practicable whether it is a USRPHC and shall promptly notify the requesting Purchaser in writing of its determination of its status as a USRPHC (and if in connection with a sale, shall promptly provide to the requesting Purchaser a statement in accordance with Treasury regulations Section 1.897-2(h)(1) where it determines the interest being sold is not a United States real property interest within the meaning of Code Section 897). For the avoidance of doubt, the Company may rely on the advice of an accounting firm of national standing in determining whether it is a USRPHC. The Purchaser making the foregoing request shall bear the reasonable costs and expenses of making such determination; provided, that if more than one Purchaser requests the same determination, then such costs and expenses shall be borne pro rata by the requesting Purchasers in accordance with their Allocated Purchase Prices.
USRPHC Status. At the Purchaser’s written request from time to time while the Purchaser owns any shares of Series A Preferred Stock or owns more than five percent (5%) of the Company’s Common Stock, the Company shall (i) deliver as promptly as reasonably practicable any existing analysis the Company has in its possession as to whether it is a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code (a “USRPHC”) and (ii) reasonably cooperate with any reasonable request of Purchaser in connection with the foregoing, including the provision of any written statement regarding the Company’s status as a USRPHC to the extent the Company is reasonably able to provide such statement. The Purchaser Parties shall pay or cause to be paid the Company’s reasonable out of pocket expenses in connection with the provision of information under this Section 4.8(a).
USRPHC Status. The Company shall use its reasonable best efforts to provide reasonable advance written notice to QHREAC if the Company believes the Common Stock or the Series B Preferred Stock is expected to become a United States real property interest within the meaning of Section 897(c) of the Code.
