Consistent Tax Treatment. To the extent that assets are assigned, sold, transferred or conveyed by a member of the Plains Group to Spinco or another member of the Spinco Group in contemplation of the Separation (as defined in the Distribution Agreement) or the Spin-Off and any such transaction is treated as a sale for Tax purposes, the aggregate purchase price shall be allocated among the assets assigned, sold, transferred or conveyed as determined by Plains in its sole discretion. Each of Plains and Spinco agrees to report and, where applicable, to cause the members of their respective groups to report, the purchase prices of such assets as determined by Plains.
Consistent Tax Treatment. 19 7.14 Refunds.........................................................19 SECTION 8
Consistent Tax Treatment. Each Borrower and each Lender hereby agrees to treat the Loans to JCI as Indebtedness of JCI and the Loans of DCJ as Indebtedness of DCJ for all U.S. federal, state and local tax purposes and for all non-U.S. tax purposes.
Consistent Tax Treatment. The parties intend that the transaction described in Section 2.6 hereof will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code and that the transaction described in Section 2.7 hereof shall constitute an exchange within the meaning of Section 351 of the Code of the Company Transferred Assets in exchange for stock of the Company and the assumption of liabilities by the Company. The parties further intend that following the transactions contemplated hereby, TWE shall continue to qualify as a partnership for federal income tax purposes, and that the interests in TWE held by the Company, ATC and Media One of Colorado shall constitute partnership interests therein. The parties agree for all Tax purposes (unless required by a change in applicable tax Law or a good faith resolution of a contest) to treat the transactions described herein in the foregoing manner.
Consistent Tax Treatment. Each Member agrees that without the prior written consent of the Company, approved by the Board of Directors, it shall not (i) treat on its own income Tax returns or any other Tax-related filings, any item of income, gain, loss, deduction or credit relating to its Membership Interests in a manner inconsistent with the terms of this Agreement or the treatment of such items by the Company as reflected on the Tax return or other information statements furnished to such Member pursuant to Section 8.2 hereof, or (ii) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment, or take any other inconsistent action (an “Inconsistent Position”). Notwithstanding the foregoing sentence, a Member shall be allowed to take an Inconsistent Position, if (i) it obtains a written opinion from nationally recognized counsel approved by the Company that the treatment adopted by the Company is not consistent with law, (ii) notifies the Company in writing in advance and attaches a copy of such opinion to such notice, and (iii) discusses its position in good faith with the Company. Nothing in this Article VIII shall limit the ability of any Member to take any position in its individual capacity relating to any audit or other administrative proceedings of Company matters that is left to the determination of any individual Member under the Code or under any similar state or local provision.
Consistent Tax Treatment. The Members are aware of the income Tax consequences of the allocations made by this Agreement and the provisions of the Code and Treasury Regulations that are incorporated herein by reference thereto and hereby agree to be bound by and utilize those allocations as reflected on the information returns of the Company in reporting their shares of Company income, gain, deduction, loss and credits for United States Federal and applicable state and local income Tax purposes. Each Member agrees to report its distributive share of Company items of income, gain, loss, deduction and credit on its separate return in a manner consistent with the reporting of such items to it by the Company.
Consistent Tax Treatment. The Parties shall, for United States federal, state and local income and franchise tax purposes, treat this Agreement as effecting an “assignment of income” with respect to the interest in the Patent Assets Proceeds transferred and assigned by DSS to INVESTOR . No Party shall take any position in any tax filing, submission to any tax authority, or otherwise that is inconsistent with this intended tax treatment. Each Party shall promptly notify the other of any challenge by any tax authority to the tax treatment of any payment pursuant to this Agreement.
Consistent Tax Treatment. AOLTW agrees and acknowledges that the Company or TWE, as applicable, shall be entitled to claim the benefit of any federal, state and local income tax deduction with respect to the Company Option Reimbursement Amount and the TWE Option Reimbursement Amount permitted to be deducted by the Company or TWE, as applicable, in accordance with applicable law, and AOLTW shall not take any position inconsistent therewith, unless required by a change in applicable law or a good faith resolution of a contest. In the event AOLTW takes such an inconsistent position as permitted by the preceding sentence, it shall pay to the Company or TWE, as applicable, any tax benefit actually realized as a result of claiming the benefit of any tax deductions with respect to the Company Option Reimbursement Amount or the TWE Option Reimbursement Amount, as applicable; provided, however, that subject to the foregoing, the determination of whether to claim any such benefit, whether by filing an original or amended tax return or otherwise, shall be made by AOLTW in its sole and absolute discretion. For purposes of the foregoing, any such benefit shall be deemed "actually realized" by AOLTW only if and to the extent that AOLTW shall have determined, in its sole reasonable discretion, that its liability for taxes is less than its liability for taxes would have been had it not taken into account any such tax deductions.
Consistent Tax Treatment. For all federal and state tax reporting purposes, the Occidental Parties and the Purchaser shall maintain the following positions (except to the extent that such Party receives an opinion from nationally recognized tax counsel that, as a result of a change in applicable law after the date hereof, there is no reasonable basis for maintaining such position):
(a) The purchase and sale of the Oxy LP1 Interests, the Oxy LP2 Shares and the Oxy GP Shares are all taxable sales and none of such transactions qualify for treatment as a "reorganization" within the meaning of Section 368(a) of the Code; and
(b) For all purposes of Subchapter K of the Code, the past practices used to allocate the recourse and nonrecourse liabilities of the Partnership among its partners are proper.
Consistent Tax Treatment. To the extent that assets are assigned, sold, transferred or conveyed by a member of the Weatherford Group to Grant or another member of the Grant Group in contemplation of the Spin-Off and any such transaction is treated as a sale for Tax purposes, the aggregate purchase price shall be allocated among the assets assigned, sold, transferred or conveyed as determined by Weatherford in its sole discretion. Each of Weatherford and Grant agrees to report and, where applicable, to cause the members of their respective groups to report, the purchase prices of such assets as determined by Weatherford.
