Common use of Intended Tax Treatment of the Merger Clause in Contracts

Intended Tax Treatment of the Merger. The Parties intend for the Merger to be treated for U.S. federal income tax purposes, and agree to report it in a manner consistent with such treatment, as a merger, undertaken by the Merging Entity, in the “assets-over form” pursuant to Treasury Regulations Section 1.708-1(c)(3)(i), whereby the Merging Entity (i) contributes all of its assets and liabilities to Newco OP, the sole member of the Surviving Entity, which is treated as an entity disregarded from Newco OP for federal income tax purposes, in exchange for OP Units and (ii) immediately thereafter distributes the OP Units to the Merging Entity partners in liquidation of the Merging Entity.

Intended Tax Treatment of the Merger. The Parties intend for the Merger to be treated for U.S. federal income tax purposes, and agree to report it in a manner consistent with such treatment, as a merger, undertaken by the Merging Entity, in the “assets-over form” pursuant to Treasury Regulations Section 1.708-1(c)(3)(i), whereby the Merging Entity (i) contributes all of its assets and liabilities to Newco Giants OP, the sole member of the Surviving Entity, which is treated as an entity disregarded from Newco Giants OP for federal income tax purposes, in exchange for OP Units and (ii) immediately thereafter distributes the OP Units to the Merging Entity partners in liquidation of the Merging Entity.