TRS Election Clause Samples

The TRS Election clause establishes the process by which a party selects or designates a Total Return Swap (TRS) as part of a financial agreement. Typically, this clause outlines the specific terms, timing, and procedures for making such an election, including any required notifications or documentation. For example, it may specify how and when a party must inform the counterparty of its intention to enter into a TRS, and what underlying assets or reference obligations are covered. The core function of this clause is to provide a clear and standardized mechanism for initiating TRS transactions, thereby reducing ambiguity and ensuring both parties understand their rights and obligations regarding the election process.
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TRS Election. Upon request of Purchaser in connection with the consummation of the Merger, Seller shall cooperate with Purchaser and Sunrise in making a taxable REIT subsidiary election with respect to TRS for the benefit of Purchaser and its Affiliates, which cooperation may include, without limitation, completing, executing and filing applicable forms with the Internal Revenue Service.
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TRS Election. The Company shall make a valid election, with cooperation of Investor as required, to be treated as a taxable REIT subsidiary of Investor on IRS Form 8875. Such election to be effective as of the Closing. If, in the sole discretion of CyrusOne Inc., CyrusOne Inc. determines the election is no longer desired by it, Investor and its Affiliates will cooperate with the Company in jointly revoking such election. [Signature Pages Follow]
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TRS Election. Without the need for any further action by any party (except as otherwise required by applicable law), TRSCo and SpinCo each hereby agree for TRSCo to elect to be classified as a taxable REIT subsidiary for U.S. federal income tax purposes effective as of date immediately after the Distribution Date.
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TRS Election. Lessee either has made an election to be and operates as a “taxable REIT subsidiary” of American Realty Capital Hospitality Trust, Inc. within the meaning of Section 856(1) of the Code, or is a subsidiary of an entity that has made an election to be and operates as a “taxable REIT subsidiary” of American Realty Capital Hospitality Trust, Inc. within the meaning of Section 856(1) of the Code.
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TRS Election. So long as the Loan remains outstanding, Borrower, Guarantor and Eilian will cause Guarantor, John Q. Hammons Hotels L.P., John Q. Hammons Hotels Two L.P., and t▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Affiliates to ▇▇▇▇▇▇ ▇▇▇▇ ▇▇l terms of their respective limited liability company operating agreements, partnership agreements, hotel leases and management agreements concerning compliance with REIT provisions under the Code and the protection of iStar Financial Inc. from loss of REIT status and from incurring tax on income from "prohibited transactions" (within the meaning of Code Section 857), and may not permit the amendment of any such terms without Lender's prior written consent (which shall not be unreasonably withheld or delayed).
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TRS Election. Lessee either has made an election to be and operates as a "taxable REIT subsidiary" of Highland Hospitality Corporation within the meaning of Section 856(1) of the Code, or is a subsidiary of an entity that has made an election to be and operates as a "taxable REIT subsidiary" of Highland Hospitality Corporation within the meaning of Section 856(1) of the Code.
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TRS Election. Tenant either will have in effect at all times during this Lease an election (jointly with REIT) to be, and Tenant will operate as, a “taxable REIT subsidiary” of REIT within the meaning of Section 856(l) of the Code, or is an entity that is a corporation (or is treated as a corporation for federal income tax purposes) and more than thirty-five percent (35%) of the voting power or value of whose securities is owned by an entity that has made an election (jointly with REIT) to be an operate as a “taxable REIT subsidiary” of REIT within the meaning of Section 856(l) of the Code.
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TRS Election. Lessee either has made an election, together with Highland Hospitality Corporation, to be and operates as a “taxable REIT subsidiary” of Highland Hospitality Corporation within the meaning of Section 856(1) of the Code, or is an entity that is a corporation (or is treated as a corporation for federal income tax purposes) and more than thirty-five percent (35%) of the voting power or value of whose securities is owned by an entity that has made an election, together with Highland Hospitality Corporation, to be and operates as a “taxable REIT subsidiary” of Highland Hospitality Corporation within the meaning of Section 856(1) of the Code.
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TRS Election. Tricon has previously made an election jointly with Blackstone Real Estate Income Trust, Inc., a real estate investment trust within the meaning of Section 856 of the Code (“▇▇▇▇▇”), the indirect owner of Investor, for Tricon to be a “taxable REIT subsidiary” (a “TRS”), as defined in Section 856(l)(1) of the Code, of ▇▇▇▇▇ by executing Internal Revenue Service Form 8875 (or other successor form) effective as of the date of the purchase of one Common Share of Tricon by the Investor pursuant to the Subscription Agreement, and Tricon shall not take any action to revoke such election without the prior written consent of Investor.
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Related to TRS Election

  • 83(b) Election You may make and file with the Internal Revenue Service an election under Section 83(b) of the Code with respect to the grant of the Restricted Shares hereunder, electing to include in your gross income as of the Grant Date the Fair Market Value of the Restricted Shares as of the Grant Date. You shall promptly provide a copy of such election to the Company. If you make and file such an election, you shall make such arrangements in accordance with Section 8 as are satisfactory to the Committee to provide for the timely payment of all applicable withholding taxes.

  • 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.

  • Section 83(b) Election The Grantee may make an election under Code Section 83(b) (a “Section 83(b) Election”) with respect to the Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If the Grantee elects to make a Section 83(b) Election, the Grantee shall provide the Company with a copy of an executed version and satisfactory evidence of the filing of the executed Section 83(b) Election with the US Internal Revenue Service. The Grantee agrees to assume full responsibility for ensuring that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences resulting from the Section 83(b) Election.

  • REMIC Election (a) The Depositor hereby instructs and authorizes the Trustee to make an appropriate election to treat the Trust Fund as a REMIC. This Agreement shall be construed so as to carry out the intention of the parties that the Trust Fund be treated as a REMIC at all times prior to the date on which the Trust Fund is terminated. The Closing Date is hereby designated as the "startup day" of the REMIC within the meaning of Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G(a)(1) of the Code) in the REMIC shall consist of the Class A Certificates (other than the Class A-R Certificate), the Class M Certificates and the Class B Certificates, and the "residual interest" (within the meaning of Section 860G(a)(2) of the Code) in the REMIC shall consist of the Residual Interest, and all such interests shall be designated as such on the Startup Day. Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the "latest possible maturity date" by which the Outstanding Certificate Principal Balance of each Class of Certificates representing a regular interest in the REMIC would be reduced to zero is the Distribution Date immediately following the latest scheduled maturity of any Mortgage Loan. (b) The "tax matters person" with respect to the Trust Fund for purposes of the REMIC provisions shall be the beneficial owner of the Class A-R Certificate; provided, however, that such Holder of a Class A-R Certificate, by its acceptance thereof, irrevocably appoints the Servicer as its agent and attorney-in-fact to act as "tax matters person" with respect to the Trust Fund for purposes of the REMIC provisions. (c) It is intended that the Trust Fund shall constitute, and that the affairs of the Trust Fund shall be conducted so as to qualify the Trust Fund as, a "real estate mortgage investment conduit" as defined in and in accordance with the REMIC Provisions. In furtherance of such intention, the Servicer covenants and agrees that it shall act as agent (and the Servicer is hereby appointed to act as agent) on behalf of the Trust Fund and the Holder of the Class A-R Certificate and that in such capacity it shall: (i) prepare and file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return (Form 1066) and prepare and file or cause to be prepared and filed with the Internal Revenue Service and applicable state or local tax authorities income tax or information returns for each taxable year with respect to the Trust Fund, using the calendar year as the taxable year and the accrual method of accounting, containing such information and at the times and in the manner as may be required by the Code or state or local tax laws, regulations, or rules, and shall furnish or cause to be furnished to Certificateholders the schedules, statements or information at such times and in such manner as may be required thereby; (ii) within thirty days of the Closing Date, shall furnish or cause to be furnished to the Internal Revenue Service, on Form 8811 or as otherwise may be required by the Code, the name, title, address, and telephone number of the person that the holders of the Certificates may contact for tax information relating thereto (and the Servicer shall act as the representative of the Trust Fund for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time or times in the manner required by the Code; (iii) make or cause to be made an election, on behalf of the Trust Fund, to be treated as a REMIC, and make the appropriate designations, if applicable, in accordance with this Section 2.04 on the federal tax return of the Trust Fund for its first taxable year (and, if necessary, under applicable state law); (iv) prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and to the Internal Revenue Service and, if necessary, state tax authorities, all information returns or reports, or furnish or cause to be furnished by telephone, mail, publication or other appropriate method such information, as and when required to be provided to them in accordance with the REMIC Provisions, including without limitation, the calculation of any original issue discount; (v) provide information necessary for the computation of tax imposed on the transfer of the Class A-R Certificate to a Disqualified Organization, or an agent (including a broker, nominee or other middleman) of a Disqualified Organization, or a pass-through entity in which a Disqualified Organization is the record holder of an interest (the reasonable cost of computing and furnishing such information may be charged to the Person liable for such tax); (vi) ensure that federal, state or local income tax or information returns shall be signed by the Trustee or such other person as may be required to sign such returns by the Code or state or local laws, regulations or rules; and (vii) maintain such records relating to the Trust Fund, as may be required by the Code and, as may be necessary to prepare the foregoing returns, schedules, statements or information. [END OF ARTICLE II]

  • Section 336(e) Election If UTC determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code (each, a “Section 336(e) Election”) shall be made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, the relevant SpinCo(s) shall (and shall cause any relevant member of such SpinCo Group(s) to) join with UTC and/or any relevant member of the UTC Group, as applicable, in the making of any such election and shall take any action reasonably requested by UTC or that is otherwise necessary to give effect to any such election (including making any other related election). If a Section 336(e) Election is made with respect to the Carrier Distribution, the Otis Distribution, and/or any of the Internal Distributions, then this Agreement shall be amended in such a manner as is determined by UTC in good faith to take into account such Section 336(e) Election(s), including by requiring that, in the event (a) any Contribution, Distribution, or Internal Distribution fails to have U.S. Tax-Free Status and (b) a Company (or such Company’s Group) that does not have exclusive responsibility pursuant to this Agreement for Tax-Related Losses arising from such failure actually realizes in cash a Tax Benefit from the step-up in Tax basis resulting from the relevant Section 336(e) Election(s), such Company shall pay over to the Company that has exclusive responsibility pursuant to this Agreement for such Tax-Related Losses any such Tax Benefits realized (provided, that, if such Tax-Related Losses are Shared Taxes or Taxes for which more than one Company is liable under Section 7.05(c)(i), the Company that actually realizes in cash the Tax Benefit resulting from the relevant Section 336(e) Election shall pay over to each of the other Companies responsible for such Taxes the percentage of any such Tax Benefits realized that corresponds to each such Company’s percentage share of such Taxes).