Characterization for Tax Purposes. For United States federal and state income tax purposes, the Depositor's contribution of the Receivables to the Trust in exchange for interests in the Trust, and the sale by the Depositor of Class A Certificates (which includes Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5 Certificates) and Class I Certificates and the retention by the Depositor of the Class IC Certificate is intended to constitute the formation of a partnership (the "Tax Partnership") whose partners are the Class A Certificateholders, the Class I Certificateholders and the Class IC Certificateholder (which are hereinafter collectively referred to as the "Tax Partners"). This Tax Partnership shall continue in effect as provided in Paragraph 3 below. Pursuant to the final regulations adopting the "check-the-box" classification system for unincorporated organizations, the Servicer on behalf of the Tax Partners shall elect, in such manner as provided in such regulations, to treat the Trust as a partnership for federal income tax purposes, and each Tax Partner irrevocably agrees to be bound by such election. The Tax Partnership shall not be a partnership to any other extent or for any other purpose.
Characterization for Tax Purposes. For United States federal and state income tax purposes, the Depositor's contribution of the Receivables to the Trust in exchange for interests in the Trust, and the sale by the Depositor of Class A Certificates (which includes Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates) and Class I Certificates and the retention by the Depositor of the Class IC Certificate is intended to constitute the formation of a partnership (the "Tax Partnership") whose partners are the Class A Certificateholders, the Class I Certificateholders and the Class IC Certificateholder (which are hereinafter collectively referred to as the "Tax Partners"). This Tax Partnership shall continue in effect as provided in Paragraph 3 below. The Tax Partnership shall not be a partnership to any other extent or for any other purpose.
Characterization for Tax Purposes. For United States federal and applicable state and local income tax purposes, the Depositor's contribution of the Receivables to the Trust in exchange for interests in the Trust, and the sale by the Depositor of the Certificates (other than the retention by the Depositor of the Depositor's Trust Certificate) is intended to constitute the formation of a partnership (the "Tax Partnership") whose partners are the Certificateholders (which are hereinafter collectively referred to as the "Tax Partners").
Characterization for Tax Purposes. For United States federal and applicable state and local income tax purposes, the Depositor's contribution of the Receivables to the Trust in exchange for interests in the Trust, and the sale by the Depositor of the Certificates (other than the retention by the Depositor of the Depositor's Trust Certificate) is intended to constitute the formation of a partnership (the "Tax Partnership") whose partners are the Certificateholders (which are hereinafter collectively referred to as the "Tax Partners"). The Servicer, on behalf of the Tax Partners, shall elect pursuant to Treasury Regulation Section 301.7701-3(b)(1) to treat the Trust as a partnership for federal income tax purposes (and shall not elect to treat the Trust or to change the classification of the Trust to that of an association pursuant to Treasury Regulation Section 301.7701-3(c)), and each Tax Partner irrevocably agrees to be bound by such election.
Characterization for Tax Purposes. The Company is to be disregarded as an entity separate from its Unitholder under sections 301.7701-2(a) and 301.7701-3(b)(l)(ii) of the Treasury Regulations. All provisions of this Agreement are to be construed so as to preserve that tax status.
Characterization for Tax Purposes. All payments made out of the Escrow Fund to an Indemnified Party in respect of any indemnification claim pursuant to Section 9.3 shall be treated as adjustments to the Aggregate Merger Consideration for Tax purposes.
Characterization for Tax Purposes. Each party hereto intends that the transfers of Specified Assets hereunder shall be treated as indebtedness of the Transferor for federal, state and local income and franchise tax purposes.
Characterization for Tax Purposes. For United States federal and state income tax purposes, the Depositor's contribution of the Receivables to the Trust in exchange for interests in the Trust, and the sale by the Depositor of Class A Certificates (which includes Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates) and the retention by the Depositor of the Class IC Certificate is intended to constitute the formation of a partnership (the "Tax Partnership") whose partners are the Class A Certificateholders and the Class IC Certificateholder (which are hereinafter collectively referred to as the "Tax Partners"). This Tax Partnership shall continue in effect as provided in Paragraph 3 below. Pursuant to the final regulations adopting the "check-the-box" classification systems for unincorporated organizations, the Servicer on behalf of the Tax Partners shall elect, in such manner as provided in such regulations, to treat the Trust as a partnership for federal and applicable state and local income tax purposes, and each Tax partner irrevocably agrees to be bound by such election. The Tax Partnership shall not be a partnership to any other extent or for any other purpose.
Characterization for Tax Purposes. The following provisions of this Section 1.6 set forth the parties’ anticipated Tax consequences of the transaction contemplated hereby. For state law purposes: (i) the Stockholders are selling all of the Shares to Stock Purchaser; and (ii) the Limited Partners are selling all of the LP Units to LP Purchaser. For federal, state and local income Tax purposes, Stock Purchaser and the Stockholders have agreed, as provided in Section 6.6(i), to join in and make an election pursuant to Section 338(h)(10) of the Code to treat the sale of the Shares as if each of the General Partners sold all of the GP Units (and other assets of each General Partner) owned by such General Partner. As a result of the sale of the LP Units, the parties intend that the Company, for federal income Tax purposes, would terminate pursuant to Section 708(b)(1)(B) of the Code (and would terminate for state and local income Tax purposes to the extent provided for under any applicable comparable state and local Tax law). The Company has in effect a valid election under Section 754 of the Code and, pursuant to treasury regulation § 1.708-1(b)(5), the parties intend that such election would apply with respect to the parties who are purchasing (or are deemed to be purchasing) interests in the Company pursuant to this Agreement. As a result, it is the parties’ intention that the basis of the Company’s assets would be adjusted pursuant to Section 743 of the Code with respect to each party that purchases (or is deemed to purchase) interests in the Company, and such adjustment would be allocated to the Company assets in accordance with Section 755 of the Code and the treasury regulations promulgated thereunder. The parties hereto further acknowledge that the treasury regulations promulgated under Section 755 of the Code incorporate the allocation principles of Section 1060 of the Code for purposes of determining the value of Section 197 intangibles and, therefore, such basis adjustment to the Section 197 intangibles would be allocated in accordance with Section 1.2(b).
Characterization for Tax Purposes. Armstrong acknowledges that she will be exclusively liable for the pxxxxxx xx all federal, state, and local taxes, if any, which may be due as a result of the monetary consideration received pursuant to this Agreement. In addition, if Vistacare or its agents or insurers are at any time held liable to pay any taxes or other amounts, including, without limitation, penalties or interest, for failing to withhold taxes on the payment made to Armstrong pursuant to this Agreement, or on account of Armstrong faixxxx xx xay taxes on such payment, Armstrong agrees to xxxxxxxxx VistaCare and the released parties and xxxx xxxm harmless for payment of any such taxes or other amounts.
