10Tax Consequences. It is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement is intended to be and is adopted as a plan of reorganization for the purposes of Sections 354 and 361 of the Code.
10Tax Consequences. The Parties intend that for U.S. federal income tax purposes the Merger and the Asset Transfers will be treated as a taxable sale (a) by USLF TRS of the assets of USLF Holdco, any applicable Additional Holdco and any applicable Asset Sale Subsidiary, (b) by USLV TRS of the assets of USLV Holdco, any applicable Additional Holdco and any applicable Asset Sale Subsidiary and (c) by USLV SubREIT of the assets of Renton Property Owner, in each case to Black Creek Holdco in exchange for the relevant portion of the Merger Consideration as determined pursuant to Section 3.2. Additionally, Sellers may consummate the Merger and the Asset Transfers as part of a so-called like-kind exchange (an “Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. Should Sellers elect to consummate an Exchange it shall be conditioned upon: (a) all costs, fees, and expenses attendant to the Exchange being the sole responsibility of Sellers; (b) the Closing not being delayed or affected by reason of the Exchange; (c) the consummation or accomplishment of the Exchange not being a condition precedent or condition subsequent to any Party’s obligations and covenants under this Agreement; (d) Black Creek Holdco and its Affiliates not being required to acquire or hold title to any real property other than the applicable assets of USLF Holdco, USLV Holdco, Renton Property Owner or any applicable Additional Holdco for purposes of consummating the Exchange; and (e) Black Creek Holdco having the right to review and approve (with such approval not to be unreasonably withheld) all documents it is requested to execute in connection with the Exchange.
