Taxable REIT Subsidiary Election Sample Clauses

Taxable REIT Subsidiary Election. Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust ("REIT") under Sections 856 through 860 of the Code, the Company and any corporation in which the Company owns at least 35% of vote or value of the stock (including OmniOffices (UK) Limited, a company incorporated in England, and OmniOffices (Lux) 1929 Holding Company S.A., a company organized under the laws of the Grand Duchy of Luxembourg), shall elect to be treated as a "taxable REIT subsidiary" pursuant to Section 856(l) of the Code. If CarrAmerica's ownership of the Common Stock of the Company is (i) reduced below five percent (5%) for a continuous period of six months or longer or (ii) is reduced below ten percent (10%) for a continuous period of twelve months or longer, CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which the last month of such six month or twelve month period, as applicable, occurs.
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Taxable REIT Subsidiary Election. The Company shall cooperate with any real estate investment trust that is a direct or indirect equityholder of Kimco in making any requested election to cause the Company to be a treated as a “taxable REIT subsidiary” with respect to such real estate investment trust.
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Taxable REIT Subsidiary Election. Bimini shall have received a properly completed IRS Form 8875 signed by Parent electing to treat Parent as a “taxable REIT subsidiary” of Bimini within the meaning of Section 856(l) of the Code.
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Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Code, the Company and any corporation in which the Company owns at least 35% of vote or value of the stock (including OmniOffices (UK) Limited, a company incorporated in England, and OmniOffices (Lux) 1929 Holding Company S.A., a company organized under the laws of the Grand Duchy of Luxembourg), shall (A) elect to be treated as a “taxable REIT subsidiary” of CarrAmerica pursuant to Section 856(l) of the Code (a “TRS”) and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica. If CarrAmerica’s ownership of the Common Stock of the Company is (A) reduced below five percent (5%) for a continuous period of six months or longer or (B) reduced below ten percent (10%) for a continuous period of twelve months or longer, CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which the last month of such six month or twelve month period, as applicable, occurs. Notwithstanding the foregoing, for so long as CarrAmerica continues to make the election to be taxed as a REIT, the Company shall, so long as the Company is a TRS of Equity Office Properties Trust or any successor-in-interest thereof (“EOPT”), (A) elect to be treated as a TRS of CarrAmerica and (B) not take any action to cause the Company to fail to qualify as a TRS of CarrAmerica, provided that CarrAmerica shall, at the request of the Company, consent to the revocation of such election for the first taxable year following the taxable year in which a CarrAmerica De Minimis Event (as defined below) shall occur. As a condition to any merger, consolidation, reorganization or other business combination to which the Company is a party pursuant to which CarrAmerica acquires any equity interest in any entity other than the Company, such entity, so long as it is a TRS of EOPT, shall agree to (A) file an election to be treated as a TRS of CarrAmerica effective as of the date of consummation of such business combination (or, if such business combination takes place before January 1, 2001, effective beginning January 1, 2001) and (B) not take any action that would cause such entity to fail to qualify as a TRS of CarrAmerica for so long thereafter as CarrAmerica continues to make the election to b...
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Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as EOPT continues to make the election to be taxed as a real estate investment trust (a "REIT") under Sections 856 through 860 of the Code, the Company and OPCO shall (x) elect to be treated as a "taxable REIT subsidiary" (a "TRS") pursuant to Section 856(l) of the Code of EOPT, and (y) not take any action to cause the Company to fail to qualify as a TRS of EOPT; provided that EOPT shall, at the request of the Company, consent to and join in the revocation of such election if an EOP De Minimis Event shall occur any time after the acquisition of Series A Preferred by EOP from FCG (the "Initial Closing Date") (which revocation shall be effective for the first taxable year immediately following the taxable year in which such EOP De Minimis Event occurs). An "EOP De Minimis Event" shall mean any event or transaction which causes the number of shares of Common Stock owned directly or indirectly by EOPT, determined on a Fully-Diluted Basis, to be less than ten percent (10%) of the number of shares of Common Stock owned directly or indirectly by EOPT as of the Initial Closing Date, determined on a Fully-Diluted Basis. EOPT shall notify the Company in writing of the occurrence of an EOP De Minimis Event no more than 10 Business Days following the occurrence of such event.
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Taxable REIT Subsidiary Election. Before the Closing, Buyer shall provide Seller two (2) original versions of IRS Form 8875, Taxable REIT Subsidiary Election (“Form 8875”), that shall be executed by an appropriate officer of [***] (the “REIT”) so that an appropriate officer of Zynga may execute the Form 8875, which shall be deposited into escrow at Closing pursuant to Section 8.3(a)(9) above. The Form 8875 shall be filed by the REIT to effectuate the joint election of Zynga and the REIT for Zynga to be a taxable REIT subsidiary (within the meaning of Section 856(l) of the Internal Revenue Code of 1986, as amended) of the REIT, and shall have an effective date no later than the Closing Date. The parties hereto have executed this Agreement as of the date set forth in the first paragraph of this Agreement. By: Zynga Inc., a Delaware corporation, its sole member By: /s/ J▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: J▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Its: CFO By: BCG-CG 650 Holdings, LLC, a Delaware limited liability company its sole member By: BCP-CG 650 REIT LLC, a Delaware limited liability company its sole member By: BCP JV Manager II LLC, a Delaware limited liability company its manager By: /s/ C▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Title Company agrees to act as Title Company in accordance with the terms of this Agreement and to act as the Reporting Person in accordance with Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder. FIRST AMERICAN TITLE INSURANCE COMPANY By: /s/ V▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: V▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Its: Escrow Officer
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Taxable REIT Subsidiary Election. Buyer may make, or require Seller to make or cause to be made, an election under Section 856(l) of the Code, effective as of the Closing Date, to treat the Seller Subsidiary owning the Baltimore Property for federal income tax purposes as a “taxable REIT subsidiary” and Seller shall cooperate in connection with making such election.
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Taxable REIT Subsidiary Election. (i) Effective as of January 1, 2001 and for so long thereafter as CarrAmerica continues to make the election to be taxed as a real estate investment trust
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Taxable REIT Subsidiary Election. (a) (i) Effective as of January 1, 2001 and for so long thereafter as EOPT continues to make the election to be taxed as a real estate investment trust (a "REIT") under Sections 856 through 860 of the Code, the Company and OPCO shall (x) elect to be treated as a "taxable REIT subsidiary" (a "TRS") pursuant to Section 856(l) of the Code of EOPT, and (y) not take any action to cause the Company to fail to qualify as a TRS of EOPT; provided that EOPT shall, at the request of the Company, consent to and join in the revocation of such election if an EOP De Minimis Event shall occur any time after the acquisition of Series A Preferred by EOP from FCG (the "Initial Closing Date") (which revocation shall be effective for the first taxable year immediately following the taxable year in which such EOP De Minimis Event occurs). An "EOP De Minimis Event" shall mean any event or transaction which causes the number of shares of Common Stock owned directly or indirectly by EOPT, determined
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Related to Taxable REIT Subsidiary Election

  • Section 754 Election In the event of a distribution of the Fund's property to a Member or an assignment or other transfer (including by reason of death) of Units of a Member in the Fund, at the request of a Member, the Board, in its sole and absolute discretion, may cause the Fund to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Fund's property as provided by Sections 734 and 743 of the Code.

  • Code Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition. (b) All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law shall be made by the General Partner in its sole and absolute discretion. (c) In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give effect to such election.

  • Section 338 Election (a) With respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

  • Code Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.