Common use of Covenants of DevCo and SpinCo Clause in Contracts

Covenants of DevCo and SpinCo. (i) The Parties agree that: (A) all transaction steps comprising the Restructuring shall, for all Tax purposes in all respects, be treated as specified in the Plan of Restructuring, (B) the DevCo OP Distribution will be treated as a partnership division under Treasury Regulations Section 1.708-1(d), (C) the SpinCo Distribution will be treated as a taxable distribution under Section 301 of the Code and (D) the Parties and their respective Subsidiaries shall report the Restructuring, the DevCo OP Distribution, and the SpinCo Distribution for all Tax purposes in all respects consistently with such treatment, and shall not take any position on any Tax Return that is inconsistent with such treatment. (ii) Each Party shall report the value of the SpinCo Common Stock and SpinCo Assets on the Distribution Date as determined by DevCo for all Tax purposes in all respects, and shall not take any position on any Tax Return that is inconsistent with such value.