Consistent Tax Reporting. None of the Parties nor any of their Affiliates will take any position on an applicable income Tax Return that is inconsistent with the treatment of the Recapitalization and the Merger as tax-free reorganizations under Section 368(a)(1)(E) and Section 368(a)(1)(F) of the Code, respectively, other than in connection with a Final Determination following a challenge by a Taxing Authority. The Parties acknowledge that NewCo and NewCo LLC intend to treat the Class B Common Stock and the Voting Units issued in connection with the transactions described in Articles 2, 3 and 4 hereof as having a fair market value equal to the par value of the Class B Common Stock. No Party shall take a position on any Tax Return that is inconsistent with such fair market value, other than in connection with a Final Determination following a challenge by a Taxing Authority.
Appears in 4 contracts
Samples: Transaction Agreement, Transaction Agreement (Clearwire Corp), Transaction Agreement (New Clearwire CORP)
