Certain Tax Agreements. The Parties intend to adopt this Agreement and Merger as a tax-free reorganization under Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended. The parties shall not take a position on any tax return or engage in any activities inconsistent with this Section 1.6. The adoption of this Agreement and the approval of the Merger by the Company Shareholders shall constitute the agreement by each Company Shareholder that, without limiting the foregoing:
(a) Such Company Shareholder has not sold, exchanged, transferred or disposed of Company Shares in contemplation of the Merger except as disclosed on Schedule 1.6 attached hereto, and such Company Shareholder has no present intent to and will not sell, exchange, transfer, dispose of or receive any such stock in contemplation of the Merger, nor has such Company Shareholder entered into any discussions or negotiations with regard to the possible sale, exchange, transfer or other disposition of such stock.
(b) Such Company Shareholder is not subject to any obligation to sell, exchange, transfer or otherwise dispose of all or any Purchaser Shares to be received by such Company Shareholder in the Merger. Such Company Shareholder has not entered into any discussion or negotiations with regard to the possible sale, exchange, transfer or other disposition of all or any of the Purchaser Shares. Such Company Shareholder has no plan or intent to engage in any transaction or arrangement that would reduce such Company Shareholder's risk of ownership in any way, including, without limitation, a short sale, hedging transaction or otherwise, with respect to any or all of such Purchaser Shares.
Certain Tax Agreements. As of the Closing, all Tax indemnification agreements and Tax sharing agreements between the Company or its Subsidiaries, on the one hand, and Seller or its Subsidiaries (other than the Company or its Subsidiaries), on the other hand, shall be terminated and, after the Closing, the Acquired Companies shall have no further rights or obligations under any such Tax indemnification agreement or Tax sharing agreement.
Certain Tax Agreements. 8.4.1.1 The Members and the Company intend that (i) payments made under the Tax Receivable Agreement in respect of Redemptions be treated as additional consideration in respect of the transfer of the interests in the Company effectuated in connection with such Redemptions except to the extent required to be treated as imputed interest under applicable law or as otherwise provided under the Tax Receivable Agreement; (ii) the conversion of the Previous Interests into interests in the Company in connection with the transactions contemplated by Section 4.2 be treated as a non-taxable recapitalization of the equity interests in the Company; and (iii) the Managing Member’s contribution of cash to the Company for Units in accordance with the Purchase Agreement be treated as a Capital Contribution governed by Section 721(a) of the Code (and any similar applicable state, local or non-U.S. provision of tax law). The Members and the Company will, and the Other Members will cause all of their Affiliates to, file all tax returns consistent with the foregoing, unless otherwise required by applicable law including a determination of an applicable taxing authority that is final.
8.4.1.2 The Members and the Company agree to cooperate in good faith to consider whether the Company, or any Company Subsidiary, shall apply, or make any elections out of the application of, the additional depreciation allowances under Section 168(k) of the Code and the Treasury Regulations promulgated thereunder with respect to any applicable class of property of the Company or any Company Subsidiary placed into service in a relevant taxable year, taking into account what would be in the best interest of the Members, the Company or any applicable Company Subsidiary, based on the applicable facts and law in effect at the time of such determinations.
Certain Tax Agreements. Effective as of the Closing, all Tax indemnification, Tax allocation and Tax sharing agreements to which any of the Entities is a party will be terminated and, after the Closing, none of the Entities will have any further obligations under any such Tax indemnification, Tax allocation or Tax sharing agreement, other than any such Agreement solely between or among the Entities.
Certain Tax Agreements. As of the Closing Date, all Tax indemnification, Tax allocation and Tax sharing agreements to which the Company or any of its Subsidiaries is a party shall be terminated and after the Closing Date neither the Company nor any of its Subsidiaries shall have any further obligations under any such Tax indemnification, Tax allocation or Tax sharing agreement.
Certain Tax Agreements. Sellers shall terminate or shall cause to be terminated on or prior to the Closing Date any Tax sharing, Tax allocation, powers of attorney relating to Taxes or Tax indemnity agreements to which any of the Target Companies is a party, except as otherwise expressly contemplated by this Agreement.
Certain Tax Agreements. Any and all Tax indemnity, Tax allocation, Tax sharing agreement or similar agreement where a Seller or any of its Affiliates, on one hand, and any Acquired Company, on the other hand, are parties (other than customary indemnification provisions in commercial agreements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes) shall be terminated as of the Closing. After the Closing, none of the Acquired Companies shall have any further rights or liabilities thereunder for any Tax period (or portion thereof) beginning after the Closing.
Certain Tax Agreements. All income tax sharing, allocation, indemnification, distribution or other similar agreements (excluding, for the avoidance of doubt, this Agreement) to which each of Seller or any of its Affiliates (excluding the Company), on the one hand, and the Company, on the other hand, are a party shall be terminated as of the Closing and the Company shall not have any obligations thereunder following the Closing Date.
Certain Tax Agreements. At or before the Closing, the Company will (i) provide to Parent copies of one or more duly executed statements described in Treasury Regulation Section 1.897-2(h)(1), which are issued by each of the Company's directly owned Subsidiaries that is organized in the United States or is organized outside the United States for which an election under Section 897(i) of the Code is in effect and which are dated not more than 30 days before the Closing Date, certifying that the stock of each such Subsidiary is not a United States real property interest and (ii) cause any such Subsidiary to provide to the IRS a duly executed notice described in Treasury Regulation Section 1.897-2(h)(2).
Certain Tax Agreements. Neither the Company nor any other person has entered into any agreement with any taxing authority that will bind Parent or the Company for any taxable period ending after the Effective Time.
