Common use of Federal Tax Clause in Contracts

Federal Tax. Notwithstanding the accounting treatment thereof, for United States federal, state and local tax purposes, the Company and Purchaser shall treat the transactions contemplated by the Transaction Documents as debt for United States tax purposes. The parties hereto agree not to take any position that is inconsistent with the provision of this Section 7.08 on any tax return or in any audit or other administrative or judicial proceeding unless (a) the other party to this Agreement has consented to such actions, which consent shall not be unreasonably withheld, or (b) the party that contemplates taking such an inconsistent position has been advised by its tax advisor in writing that it is more likely than not (i) that there is no “reasonable basis” (within the meaning of Treasury Regulation Section 1.6662-3(b)(3)) for the position specified in this Section 7.08 or (ii) that taking such a position would otherwise subject the party to penalties under the Internal Revenue Code of 1986, as amended.

Federal Tax. Notwithstanding the accounting treatment thereof, for United States federal, state and local tax purposes, the Company Assignors and Purchaser PRF shall treat the transactions contemplated by the Transaction Documents as debt for United States tax purposes. The parties hereto agree not to take any position that is inconsistent with the provision provisions of this Section 7.08 8.07 on any tax return or in any audit or other administrative or judicial proceeding unless (ai) the other party to this Agreement has consented to such actions, which consent shall not be unreasonably withheld, or (bii) the party that contemplates taking such an inconsistent position has been advised by its tax advisor counsel in writing that it is more likely than not (ix) that there is no “reasonable basis” (within the meaning of Treasury Regulation Section 1.6662-3(b)(3)) for the position specified in this Section 7.08 8.07 or (iiy) that taking such a position would otherwise subject the party to penalties under the Internal Revenue Code of 1986, as amended.

Federal Tax. Notwithstanding the accounting treatment thereof, for United States federal, state and local tax purposes, the Company and Purchaser Lenders shall treat the transactions contemplated by the Transaction Loan Documents as debt for United States tax purposes. The parties hereto Company and Administrative Agent, on behalf of Lenders, agree not to take any position that is inconsistent with the provision of this Section 7.08 6.06 on any tax return or in any audit or other administrative or judicial proceeding unless (a) the other of such party to this Agreement has consented to such actions, which consent shall not be unreasonably withheld, or (b) the party that contemplates taking such an inconsistent position has been advised by its tax advisor in writing that it is more likely than not (i) that there is no “reasonable basis” (within the meaning of Treasury Regulation Section 1.6662-3(b)(3)) for the position specified in this Section 7.08 6.06 or (ii) that taking such a position would otherwise subject the party to penalties under the Internal Revenue Code of 1986, as amended.

Federal Tax. Notwithstanding the accounting treatment thereof, for United States federal, state and local tax purposes, the Company Acorda and Purchaser PRF shall treat the transactions contemplated by the Transaction Documents as debt for United States tax purposes. The parties hereto agree not to take any position that is inconsistent with the provision provisions of this Section 7.08 8.07 on any tax return or in any audit or other administrative or judicial proceeding unless (ai) the other party to this Agreement has consented to such actions, which consent shall not be unreasonably withheld, or (bii) the party that contemplates taking such an inconsistent position has been advised by its tax advisor counsel in writing that it is more likely than not (ix) that there is no “reasonable basis” (within the meaning of Treasury Regulation Section 1.6662-3(b)(3)) for the position specified in this Section 7.08 8.07 or (iiy) that taking such a position would otherwise subject the party to penalties under the Internal Revenue Code of 1986, as amended.