Disguised Sale definition

Disguised Sale has the meaning set forth in Section 2.8(a).
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Disguised Sale has the meaning set forth in Section 3.3(k).
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Disguised Sale has the meaning set forth in the Recitals of this Agreement.
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Examples of Disguised Sale in a sentence

  • Consequently, a common strategy employed in leveraged partnership recapitalizations, whereby partners who, under the old rules, may have attempted to increase their allocable share of a partnership liability (and thereby mitigate the effect of the Disguised Sale Rules) by guaranteeing a portion of a partnership debt, is no longer effective.

  • Appreciated or Depreciated Property Contributed Getting into the PartnershipTax Aspects of Contributions▪ Disguised Sale.

  • Transfers between partners and partnerships made within two (2) years of each other are presumed to be subject to the Disguised Sale Rules (though taxpayers can overcome such presumption by clearly establishing that such transfers did not constitute a sale).Notwithstanding the general Disguised Sale Rules, the Treasury Regulations have provided relief for taxpayers in the form of several exceptions.

  • However, the Disguised Sale Rules establish an exception to Code Section 721’s general rule.

  • A second exception to the Disguised Sale Rules is reimbursement for a partner’s preformation capital expenditures.

  • One of the more prolific exceptions to the Disguised Sale Rules provides that distributions to taxpayers that are traceable to partnership borrowing are not taxable disguised sale proceeds to the extent such distributions do not exceed the partner’s allocable share of the subject liability (the “Debt-Financed Distribution Exception”).

  • In addition, review the impact of the new section 707 Disguised Sale regulations on the structuring of investments in and distributions from such joint ventures.Moderator:John T.

  • REG-131186-17, Proposed Removal of Temporary Regulations on a Partner’s Share of a Partnership Liability for Disguised Sale Purposes, 83 F.R. 28397 (6/19/18).

  • Disguised Sale- Another alternative is to assert Corporation X=s Date G sale of its common stock in Sub B for only $AAA, the original capitalization value of the Sub B stock Corporation X owned, as inadequate consideration.

  • Net Equity Percentage times Amount of liability Formula: RR 1.707-5(a)(5)(ii) FMV of Asset Distribution Extra(Qualified Liability) Qualified x —————— = Consideration Net Equity Liability Net Equity Distribution Total Consideration Percentage + Extra Consideration ————————— = Deemed To Be A Total Consideration FMV of Property Disguised Sale Ex: A contributes Land (FMV of $1,000, basis of $600, $800 debt) to AB for 50% interest.

Related to Disguised Sale

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Approved Sale has the meaning set forth in 2.1(d).

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Business Combination Transaction means:

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Acquisition Transaction has the meaning set forth in Section 5.09(a).

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Trade Sale means any of the following events:

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Compulsory Acquisition means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of a Ship by any Government Entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Proposed Transaction is defined in Section 6.2(a).

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Exempt Irish Investor for the present purposes means:

  • Automated transaction means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of one or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction.

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.