Adverse Tax Consequence definition
Examples of Adverse Tax Consequence in a sentence
Under this Section 23(d), the UPREIT and Royale are only obligated to cooperate with the Spokesperson on behalf of any Contributor (or any partner, shareholder or member of any Contributor) who may be facing an Adverse Tax Consequence, in connection with such Contributor's determination of the efficacy of tax-deferral or tax-mitigation alternatives proposed by or through the Spokesperson that may involve Royale or the UPREIT.
If the distribution is determined to be taxable as a dividend, that treatment of the dividend shall be deemed an Adverse Tax Consequence, and the Shareholders shall be paid the Liability at the then prevailing tax rate , which is presently Fifteen (15%) Percent.
If the distribution of the Spin-Off shares causes a reduction in the cost basis of the SSFS shares, then that reduction in cost basis shall be deemed an Adverse Tax Consequence and the Shareholders shall be paid the Liability in an amount equal to the then prevailing capital gains tax rate, which is currently Fifteen (15%) Percent, of the reduction in such basis.
In no event shall either Royale or the UPREIT be required to incur any expense (other than administrative expenses incurred in complying with this Section 23(d)(2)) in connection its cooperation under this Section 23(d)(2), nor shall any transaction duly approved by the Board of Directors of Royale that results in a Tax-Related Event be required to be suspended, postponed, impeded or otherwise adversely affected by virtue of any potential Adverse Tax Consequence.
If a Tax Event occurs and in the written opinion of counsel experienced in such matters delivered to the Company there would in all cases, after effecting a Tax Event Maturity Advancement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, a Special Event shall be deemed to have occurred and the Securities shall then be subject to redemption in accordance with the provisions of Section 14.01.
In no event shall either Talon or Talon OP be required to incur any expense (other than the cost of professional fees and expenses and administrative expenses incurred in complying with this Section 2.9) in connection its cooperation under this Section 2.9, nor shall any transaction duly approved by the Board of Directors of Talon that results in a Tax-Related Event be required to be suspended, postponed, impeded or otherwise adversely affected by virtue of any potential Adverse Tax Consequence.
If a Tax Event occurs and in the written opinion of counsel to the Company experienced in such matters there would in all cases, after effecting a Tax Event Maturity Advancement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, a Special Event shall be deemed to have occurred and the Securities shall then be subject to prepayment in accordance with the provisions of Section 14.01.
If a Tax Event occurs and in the written opinion of counsel to the Company experienced in such matters, there would in all cases, after effecting a Tax Event Maturity Advancement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, a Special Event shall be deemed to have occurred and the Securities shall then be subject to prepayment in accordance with the provisions of Section 14.01.
Under this Subparagraph 2(k), the UPREIT and the REIT are only obligated to cooperate with the Spokesperson on behalf of any LP Unit Recipient (or any partner, shareholder or member of any LP Unit Recipient) who may be facing an Adverse Tax Consequence, in connection with such LP Unit Recipient's determination of the efficacy of tax-deferral or tax-mitigation alternatives proposed by or through the Spokesperson that may involve the REIT or the UPREIT.
If a Tax Event occurs and in the written Opinion of Counsel to the Company experienced in such matters there would in all cases, after effecting a Tax Event Maturity Advancement, be more than an insubstantial risk that an Adverse Tax Consequence would continue to exist, a Special Event shall be deemed to have occurred and the Securities shall then be subject to prepayment in accordance with the provisions of Section 14.01.