Tax Memorandum definition

Tax Memorandum means a memorandum on the U.S. federal income tax regimes governing “controlled foreign corporations” and “passive foreign investment companies” as attached hereto as Schedule D.
View Source

Examples of Tax Memorandum in a sentence

  • The Corporation shall use commercially reasonable efforts to avoid being a “controlled foreign corporation” or “CFC” as such term is described in the Tax Memorandum.

  • The Corporation shall use commercially reasonable efforts to avoid being a “passive foreign investment company” or “PFIC” as such term is described in the Tax Memorandum.

  • The Corporation shall, as soon as reasonably practicable following the end of each taxable year of the Corporation (but in no event later than sixty (60) days following the end of each taxable year) provide Investors with an accurate and complete PFIC Annual Information Statement in the form set out in the Tax Memorandum.

  • The Issuer further acknowledges that it has entered into this Lease to enable the Lessee to enjoy a reduction in ad valorem taxation afforded by the reduced value of Lessee's interest in the Project, as set forth in that certain Memorandum of Agreement Regarding Lease Structure and Valuation of Leasehold Interest among the Issuer, the Lessee and the ▇▇▇▇▇▇ County Board of Tax Assessors (the "Property Tax Memorandum").

  • Notwithstanding any provision herein to the contrary, the Buyer shall be responsible for any Transaction Taxes incurred as a result of any material change in or deviation from the transactions contained in or contemplated by the Pending Property Agreements, the Pending IPC Agreements, the Steps Memorandum or the Transfer Tax Memorandum to the extent that such change is, at any time after the date hereof, directed by the Buyer in writing to occur.

  • The Administrative Agent shall have received a final version of the NDS Refinancing Tax Memorandum on Structure, as prepared by PricewaterhouseCoopers LLP, together with a reliance letter from PricewaterhouseCoopers LLP in respect thereof in form and substance reasonably satisfactory to the Administrative Agent.

  • Sellers and Sellers’ Representative, on the one hand, and Buyer, on the other hand, shall work together to take all steps necessary, at Sellers’ sole costs and expense, to mitigate and satisfy any Liability of the Company for sales and use Tax for any Pre-Closing Tax Period as addressed in the Sales and Use Tax Memorandum, including entering into voluntary disclosure agreements or other agreements with similar effect (each, a “VDA”) with all applicable Taxing jurisdictions.