Distribution Requirement definition

Distribution Requirement means the requirement that each Seller (except if and to the extent (x) Buyer elects, in accordance with this Agreement, that the transactions set forth in this Agreement with respect to such Seller shall not be treated as a Tax Reorganization, or (y) if requested by such Seller, Designated Tax Advisor is unable to deliver a Tax Opinion that the transactions set forth in this Agreement with respect to such Seller may be treated as a Tax Reorganization) (i) shall distribute the Securities Consideration received by it to Persons qualifying as holders of “securities” of such Seller for purposes of section 354 of the Code, (ii) shall distribute all of the cash received pursuant to Section 3.1(a), as well as all of its other property pursuant to the Bankruptcy Plan, (iii) shall dissolve no later than the end of the third taxable year ending after the Closing Date, and (iv) during the period between the Closing Date and its dissolution, shall limit its activities to those which are merely for the purpose of liquidating its assets (which may include maintaining a going operation for the preservation of value, pending distribution or sale), winding up its affairs, resolving and paying its debts, and distributing any remaining assets (which may include a distribution to a non-corporate liquidating vehicle).
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Distribution Requirement shall have the meaning set forth in Section 8(i).
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Examples of Distribution Requirement in a sentence

  • As a result, the Fund will meet its Distribution Requirement and will not be subject to an entity-level tax with respect to such gains for the taxable year ending on the Closing Date.

  • Fund will have enough earnings and profits to distribute all such capital gain (or, if reduced by current-year losses occurring prior to the distribution of the New Fund Units, any net gains as are required to be distributed in order to meet the Distribution Requirement and to eliminate any tax on such gains at the Fund level) in a distribution that qualifies for dividends-paid deduction pursuant to section 562(b)(1)(B) of the Code.

  • Earnings and Profits Distribution Requirement A REIT is not permitted to have accumulated earnings and profits attributable to non-REIT years.

  • These rules may operate to increase the amount a fund must distribute to satisfy the Distribution Requirement (i.e., with respect to the portion treated as short-term capital gain), which will be taxable to its shareholders as ordinary income, and to increase the net capital gain a fund recognizes, without in either case increasing the cash available to it.

  • In such case, the Company would also be required to pay interest plus a penalty to the IRS.9 The Company has represented that if it is determined to have failed, for any reason, to pay the amount of dividends sufficient to meet the Distribution Requirement, then the Company will pay a deficiency dividend as necessary to avoid being disqualified as a REIT.

  • Earnings and Profits Distribution Requirement In connection with the spin-off, Hilton Parent will allocate its earnings and profits (as determined for U.S. federal income tax purposes) for periods prior to the consummation of the spin-off between Hilton Parent, HGV Parent and us in accordance with provisions of the Code.

  • Unless the Fund determines conclusively that a redemption is not eligible for treatment as an exchange for the reasons described above, it will not treat the redemption or any related deemed distribution as a dividend for purposes of satisfying the Distribution Requirement.

  • Because each fund annually must distribute substantially all of its investment company taxable income, including any OID and other non-cash income, to satisfy the Distribution Requirement and avoid imposition of the Excise Tax, it may be required in a particular year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives.

  • Specifically, the holders of such Preferred Units shall receive distributions on the class or series of Preferred Units pursuant to Section 6.2 equal to the aggregate dividends payable on the Related Issue at the times such dividend are paid (the "Preferred Distribution Requirement").

  • Because each fund annually must distribute substantially all of its investment company taxable income, including any accrued OID and other non-cash income, to satisfy the Distribution Requirement and avoid imposition of the Excise Tax, it may be required in a particular year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives.

Related to Distribution Requirement

  • Certification Requirements means those requirements specified or referenced in this Agreement that you must meet in order to use and maintain the Certification Designation and use the Logo in accordance with the terms of this Agreement.

  • Qualification Requirements means the qualification requirements as set forth in Section-2, Clause 2.1 of this RFP;

  • Risk Retention Requirements means the credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11), as added by Section 941 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.

  • Storage Injection Requirements means all volumes required by the Seller for injection into underground storage, including cushion gas, and for liquification, including fuel used for injection and in liquification plants, or for such other storage projects that may be developed expressly for the protection of supply to high priority users.

  • Minimum Participation Requirements means a set of minimum training, risk management, communication and capital or collateral requirements required for Participants in the PJM Markets, as set forth herein and in the Form of Annual Certification set forth as Tariff, Attachment Q, Appendix 1. Participants transacting in FTRs in certain circumstances will be required to demonstrate additional risk management procedures and controls as further set forth in the Annual Certification found in Tariff, Attachment Q, Appendix 1.

  • Data Protection Requirements means all Requirements of Law, to the extent applicable to the items and services provided by the Borrower and each Restricted Subsidiary, relating to the privacy and security of information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases and personal, personally identifiable, sensitive, confidential or regulated data and, in each case, to the protection thereof from unauthorized use, access, misappropriation or modification.

  • Bid Submission Requirement means a task a Prospective Contractor must complete when submitting a bid response. These requirements will be distinguished by using the term “shall” or “must” in the requirement.

  • Margin Requirement means the amount of money and/ or assets that the Client is required to deposit and/ or hold with the Firm as consideration for entering into a Transaction and/ or maintaining an Open Position on its Account;

  • Design requirements means the written description of the infrastructure facility to be procured pursuant to this article, including:

  • Perfection Requirements means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

  • Reporting Requirement By January 31, 2017, the District will provide for OCR’s review and approval the Web Accessibility Policy drafted consistent with Item 1.

  • Medicaid Notification of Termination Requirements Any Contractor accessing payments for services under the Global Commitment to Health Waiver and Medicaid programs who terminates their practice will follow the Department of Vermont Health Access, Managed Care Organization enrollee notification requirements.

  • Distribution Compliance Period means the period that ends 40 days after the completion of the distribution of each Tranche of Notes, as certified by the relevant Dealer (in the case of a non-syndicated issue) or the relevant Lead Manager (in the case of a syndicated issue);

  • Eligibility Requirement means all eligibility requirements and other qualification requirements for a person to act in the applicable Corporate Trust Capacity under any Appointment as set forth in the related Corporate Trust Contract, including any required authorizations or licenses from the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, the Federal Housing Administration, the Federal Home Loan Bank or the Department of Veterans Affairs.

  • Distribution Tariff means the Distribution Tariff prepared by the Company and approved by the Commission on an interim or final basis, as the case may be;

  • FILOT Act Minimum Investment Requirement means, with respect to the Project, an investment of at least $2,500,000 by the Company, or of at least $5,000,000 by the Company and any Sponsor Affiliates in the aggregate, in Economic Development Property.

  • Regulation RR means Regulation RR under the Exchange Act (17 C.F.R. §246.1, et seq.).

  • Day-ahead Scheduling Reserves Requirement means the sum of Base Day-ahead Scheduling Reserves Requirement and Additional Day-ahead Scheduling Reserves Requirement.

  • Information Request means a request for any Information under the FOI Legislation.

  • Reporting Requirements As defined in Section 11.12.

  • Distribution Protocol means the plan for distributing the Settlement Amount and accrued interest, in whole or in part, as approved by the Courts.

  • Liquidity Requirement shall have the meaning as set forth in Section 2.12(b).

  • Base Day-ahead Scheduling Reserves Requirement means the thirty-minute reserve requirement for the PJM Region established consistent with the Applicable Standards, plus any additional thirty-minute reserves scheduled in response to an RTO-wide Hot or Cold Weather Alert or other reasons for conservative operations. Base Load Generation Resource

  • Highest Required Investment Category (i) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one month instruments, “Aa2” and “P-1” for three month instruments, “Aa3” and “P-1” for six month instruments and “Aa2” and “P-1” for instruments with a term in excess of six months, (ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments, and (iii) with respect to rating assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments.

  • Contract Minimum Investment Requirement means, with respect to the Project, investment by the Company and any Sponsor Affiliates of at least $4,000,000 in Economic Development Property subject (non-exempt) to ad valorem taxation (in the absence of this Fee Agreement).

  • Acceleration Request means a request pursuant to Operating Agreement, Schedule 1, section 1.9.4A, and the parallel provisions of Tariff, Attachment K-Appendix, section 1.9.4A, to accelerate or reschedule a transmission outage scheduled pursuant to Operating Agreement, Schedule 1, section 1.9.2 or Operating Agreement, Schedule 1, section 1.9.4, and the parallel provisions of Tariff, Attachment K-Appendix, section 1.9.2 or Tariff, Attachment K-Appendix, section 1.9.4.