FIRPTA Tax definition

FIRPTA Tax shall have the meaning set forth in Section 10.5 hereof.
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FIRPTA Tax means any Tax imposed on Unimin under Sections 897, 1441, 1442, or 1445 of the Code, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.
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FIRPTA Tax means tax imposed by Section 897 of the Code or any successor provisions thereto.
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Examples of FIRPTA Tax in a sentence

  • If the FIRPTA Tax Certificate is not delivered on or before the Closing Date, or the proof of delivery of the FIRPTA Tax Notice is not received by the Underwriter on or before the Closing date, the Underwriter shall be permitted to withhold from the payment(s) for the Shares any required withholding tax under Section 897 and Section 1445 of the Code.

  • The Underwriter shall have received, on and as of the Closing date, the FIRPTA Tax Certificate, in the form of Exhibit B, and satisfactory evidence of delivery to the Internal Revenue Service of the FIRPTA Tax Notice.

  • Pursuant to Treasury Regulation Section 1.1445-1(f), the Company's satisfaction of its FIRPTA Withholding obligations will not relieve a tendering beneficial owner of Notes of its obligation to file a U.S. tax return and to pay any remaining amounts owed in respect of the FIRPTA Tax.

  • Dealer agrees that, to the extent Counterparty is required to withhold FIRPTA Tax with respect to payments or deliveries hereunder, Dealer will use reasonable best efforts to obtain a credit or refund in the amount of such FIRPTA Tax and pay to Counterparty the amount of such credit or refund, provided that Counterparty has delivered to Dealer a copy of Internal Revenue Service Form 8288-A or any successor form required in order for Dealer to obtain such credit or refund.

  • Notwithstanding anything to the contrary herein, Sibelco shall be responsible for, and shall indemnify and hold harmless Unimin and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any FIRPTA Tax incurred on the Spin-Off.

  • A Non-U.S. Holder subject to the FIRPTA Tax will be required to file a U.S. federal income tax return with the IRS.

  • The FIRPTA Tax will not apply to any Non-U.S. Holder that is not a Significant Shareholder, provided that Shares are “regularly traded on an established securities market” at the effective time of the sale pursuant to the Offer or the Merger, whichever is applicable.

  • If Shares are not so traded, all Non-U.S. Holders would be subject to the FIRPTA Tax.

  • CTI expects that Shares will continue to be regularly traded on an established securities market for these purposes at all times leading up to and as of the effective time of the Merger.The amount of gain recognized by a Non-U.S. Holder that is subject to the FIRPTA Tax will equal the excess, if any, of (i) the amount of any cash received over (ii) such Non-U.S. Holder’s adjusted tax basis in the Shares exchanged therefor.

  • The Representatives shall have received, on and as of the Closing date, the FIRPTA Tax Certificate, in the form of Exhibit B, and satisfactory evidence of delivery to the Internal Revenue Service of the FIRPTA Tax Notice.

Related to FIRPTA Tax

  • FIRPTA means the Foreign Investment in Real Property Tax Act.

  • FIRPTA Affidavit means the Foreign Investment in Real Property Tax Act Certification and Affidavit, substantially in the form of Exhibit D hereto.

  • FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • United States Tax Compliance Certificate has the meaning specified in Section 3.01.

  • Foreign person means any person (including any individual, partnership, corporation, or other form of association) other than a United States person.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Tax Act means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Use tax means a nonrecurring tax, other than a sales tax, which (a) is imposed on or with respect to the exercise or enjoyment of any right or power over tangible personal property incident to the ownership, possession or custody of that property or the leasing of that property from another including any consumption, keeping, retention, or other use of tangible personal property and (b) is complementary to a sales tax.

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • United States Tax Person A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as United States Tax Persons).

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • foreign tax means any Foreign Income Taxes or Foreign Other Taxes.

  • Applicable Tax Law means any Applicable Law relating to Taxes, including regulations and other official pronouncements of any Governmental Entity or political subdivision of such jurisdiction charged with interpreting such Applicable Law.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Non-United States Tax Person Any Person other than a United States Tax Person.

  • Applicable Tax State means, as of any date, (i) any State in which the Owner Trustee maintains the Corporate Trust Office, (ii) any State in which the Owner Trustee maintains its principal executive offices and (iii) any State in which the Servicer regularly conducts servicing and collection activities (other than purely ministerial activities) with respect to a material portion of the Receivables.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).