Intended Tax Treatment; Purchase Price Allocation. The Parties intend that (i) the Domestication is intended to be treated as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, and that this Agreement shall be adopted as a plan of reoganization, (ii) the Surviving Company is a continuation of the Company for U.S. federal income tax purposes and that the Parties shall treat the Cash Consideration and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving Pubco (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this Agreement, an allocation of the Merger Consideration and any other amounts treated as consideration for U.S. federal income tax purposes among the Company’s assets in accordance with Section 2.2(b) of this Agreement and Section 1060 (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). The Surviving Pubco shall have thirty (30) days from the receipt of the Allocation to review and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving Pubco does not provide any comments in writing to the Company Securityholder Representative within such period, such Allocation as delivered by the Company Securityholder Representative shall become final. Any disputes under this Section 6.2 that cannot be resolved through good faith negotiation shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost of the Neutral Accountant’s review and determination shall be borne by the Surviving Pubco and the Company Securityholder Representative in accordance with the principles of Section 2.5 of this Agreement. The Company Securityholder Representative and the Surviving Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party shall take any position in any Tax Return or with any Governmental Authority that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a) in each case, unless required to do so by a final determination as defined in Sec...
Intended Tax Treatment; Purchase Price Allocation. (a) The Buyer and Seller intend that the purchase of the Membership Interests shall be treated for U.S federal (an applicable state and local) income Tax purposes, as a purchase and sale of the assets of the Company.
Intended Tax Treatment; Purchase Price Allocation. (a) For U.S. federal (and all applicable state and local) income Tax purposes, the Parties agree to treat Buyer’s acquisition of the Units in accordance with IRS Revenue Ruling 99-6, Situation 2, as to Buyer, as a taxable purchase of all of the assets of the Company (and each Subsidiary thereof that is classified as a disregarded entity for U.S. federal income tax purposes), and, as to the Sellers, as a sale of partnership interests in the Company (the “Intended Tax Treatment”). The Parties agree to file all Tax Returns in a manner consistent with the Intended Tax Treatment unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or applicable analogous provision of state, local or non-United States Tax Law).
Intended Tax Treatment; Purchase Price Allocation. (a) Seller and Purchaser acknowledge that as a result of the consummation of the Transaction and the other transactions contemplated by this Agreement, the Tax basis of the Purchased Assets set forth in Section 2.12(a) of the Seller Disclosure Schedules (the “Transferred Purchased Assets”) in the hands of the Purchaser (or its applicable Affiliate) immediately after Closing for U.S. federal income Tax purposes shall equal the fair market value of such Transferred Purchased Asset (the “Transferred Purchased Asset Value” and the Tax treatment described in this Section 2.12(a), the “Intended Tax Treatment”).
Intended Tax Treatment; Purchase Price Allocation. (a) The Seller Parties and Buyer agree that the acquisition by Buyer of the Purchased Assets pursuant to this Agreement, in exchange for the Purchase Price, is to be treated for U.S. federal and relevant U.S. state and local income tax purposes as a taxable acquisition of the Purchased Assets by Buyer from Seller (and, to the extent Seller Parent holds any Purchased Assets, from Seller Parent) for consideration reflecting the fair market value of the Preferred Shares.
Intended Tax Treatment; Purchase Price Allocation. (a) The parties acknowledge and agree that, for U.S. federal and applicable state income Tax purposes, pursuant to Internal Revenue Service Revenue Ruling 99-6 (and corresponding applicable state and local Law), the purchase by Buyer of the Membership Interests will be treated as a deemed liquidation of the Company and a deemed distribution of the Company’s assets to the Sellers followed by a deemed purchase by Buyer of all the Company’s assets. In accordance with Revenue Ruling 99-6, the Sellers shall be treated as having sold partnership interests in accordance with Section 741 of the Code. Each party shall report the transaction consistently with such treatment on their respective Returns for U.S. federal, state and local income Tax purposes.
Intended Tax Treatment; Purchase Price Allocation. (a) Unless otherwise required by a “determination” within the meaning of Section 1313 of the Code (or any similar applicable provision of state or local income Tax law), the Parties agree to treat for U.S. federal, state and local income Tax purposes, and so acknowledge, the purchase and sale of the AHMS GP Interests and the AHMS LP Interests as (i) a sale of partnership interests in AHMS by the AHMS General Partner and the AHMS Limited Partner under Section 741 of the Code and the purchase of the assets of AHMS as described in Revenue Ruling 99-6, Situation 2, and (ii) a termination of AHMS as a partnership for Tax purposes under Code section 708(b) and conversion to a “disregarded entity” with respect to MSO LP Buyer as a result of MSO GP Buyer being a “disregarded entity” with respect to MSO LP Buyer for U.S. federal and applicable state and local income Tax purposes.
Intended Tax Treatment; Purchase Price Allocation. (i) Seller intends that the Restructuring qualified as a reorganization described in Section 368(a)(1)(F) of the Code in accordance with Revenue Ruling 2008-18. The parties intend that the purchase and sale of the Purchased Interests shall be treated as a purchase and sale of 100% of each asset of the Company from Seller to Buyer as well as the assumption of 100% of each liability of the Company by the Buyer.
Intended Tax Treatment; Purchase Price Allocation. Buyer and Seller agree that the Contemplated Transactions shall be treated for federal (and, where applicable, state and local) income Tax purposes as a taxable sale of the Purchased Assets by Seller to Buyer in exchange for the Purchase Price (the “Intended Tax Treatment”). Buyer and Seller further agree to allocate the Purchase Price, as adjusted pursuant to Section 1.5, and as increased by the Assumed Liabilities among the Purchased Assets in accordance with the methodologies shown on Schedule 10.2 (the “Purchase Price Allocation”). Seller and Buyer will (a) be bound by the Intended Tax Treatment and Purchase Price Allocation for all Tax purposes; (b) prepare and file all Tax Returns in a manner consistent with the Intended Tax Treatment and Purchase Price Allocation; and (c) otherwise take no position for Tax purposes inconsistent with the Intended Tax Treatment and Purchase Price Allocation, in each case, except to the extent required by applicable Law.
Intended Tax Treatment; Purchase Price Allocation. The Purchaser and the Seller intend for (i) the transactions completed at the Initial Closing to be treated as the Purchaser’s purchase of an undivided interest in 9.5% of Seller’s interest in the assets of the Company, and immediately thereafter as the contribution by Purchaser and the Seller in their respective interests in the assets of the Company to a partnership in exchange for ownership interests in that partnership in a transaction intended to be governed by Revenue Ruling 99-5, and (ii) the transactions completed at the Secondary Closing to be treated as the termination of the partnership created in clause (i) and as a sale of partnership interests by Seller and the purchase of Seller’s undivided interests in the assets of the Company in a transaction intended to be governed by Revenue Ruling 99-6 (collectively the “Intended Tax Treatment”). The Purchaser shall prepare an allocation of the amounts treated as consideration for the Initial Company Interests and the Remaining Company Interests for U.S. federal and state income Tax purposes (the “Tax Purchase Price”) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated pursuant thereto. The Purchaser shall deliver a schedule to Seller setting forth such allocations (the “Purchase Price Allocation”) within 90 days after the Initial Closing and the Secondary Closing, and the Seller shall have the opportunity to review and comment on such Purchase Price Allocation, which comments the Purchaser shall consider in good faith. Neither Purchaser, the AiPharma Companies, nor the Seller shall take a position inconsistent with the Purchase Price Allocation or the Intended Tax Treatment (including in audits) absent a “determination” within the meaning of Section 1313 of the Code to the contrary.
