Common use of Intended Tax Treatment; Purchase Price Allocation Clause in Contracts

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 Section 1313 of the Code.

Intended Tax Treatment; Purchase Price Allocation. The Parties parties intend that (i) effective with the Domestication is intended date of the Domestication, Purchaser will elect on Form 8832 to be treated as a corporation for U.S. federal income tax purposes, the Domestication qualifies 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 reoganizationreorganization, (ii) the Surviving Company is Mergers, the Blocker GP Contribution, the PIPE and the New Pubco Class B Common Stock Subscription, taken together, shall qualify as a continuation contribution to New Pubco by Blocker GP, the owners of the Company for U.S. federal income tax purposes Blocker immediately prior to Closing and that the Parties shall treat the Sellers of Blocker Shares and/or Cash Consideration (as applicable) and any NCP Contingent Payment Remaining Amount received in connection with the Merger as an acquisition of interests in the Company by the Surviving owners of Purchaser of the equity of Purchaser pursuant to Section 351 of the Code, and (iii) any issuances of New Pubco Shares or Participating Company Units pursuant to Section 3.04 of this Agreement shall be treated as a non-taxable adjustment to the Equity Value Amount (clauses (i), (ii) and (iii), collectively, the “Intended Tax Treatment”). The Company Securityholder Seller Representative shall prepare and deliver to the Surviving New Pubco, within ninety (90) days following the determination of the Final Closing Adjustment in accordance with Section 2.5 of this AgreementDate, an allocation of the Merger Sellers’ aggregate Cash Consideration and the Blocker GP Sale 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 New Pubco shall have thirty (30) days from the receipt of the Allocation to review and comment on the Allocation and the Surviving New Pubco and the Company Securityholder Seller Representative shall negotiate in good faith to resolve any disagreements; provided, that if the Surviving New Pubco does not provide any comments in writing to the Company Securityholder Seller Representative within such period, such Allocation as delivered by the Company Securityholder Seller Representative shall become final. Any disputes under this Section 6.2 8.11(a) that cannot be resolved through good faith negotiation shall be referred to an independent accounting firm (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 New Pubco and the Company Securityholder Seller Representative based on the percentage which the portion of the contested amount not awarded in accordance favor of each such Person bears to the amount actually contested by such Person. The parties agree that the Domestication shall be treated as a transaction described in Treasury Regulation Section 1.367(b)-3, and shall reasonable cooperate in furnishing U.S. shareholders of Purchaser with the principles information necessary to comply with their reporting obligations under such provision, and to make qualified electing fund elections under Section 1295 of Section 2.5 of this Agreementthe Code. The Company Securityholder Seller Representative and the Surviving New Pubco shall report consistently with the Intended Tax Treatment and the Allocation on all Tax Returns, and no Party party shall take any position in any Tax Return or with any Governmental Authority Entity that is inconsistent with the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(a8.11(a) in each case, unless required to do so by a final determination as defined in Section 1313 of the Code.

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 reoganizationreorganization, (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 Section 1313 of the Code.

Intended Tax Treatment; Purchase Price Allocation. The Parties intend that Buyer and Seller shall, for federal income Tax purposes (i) and any applicable provision of state or local income Tax purposes), treat the Domestication is intended to be treated purchase of the Interests as a reorganization within purchase of the meaning Company’s assets and an assumption of the Company’s liabilities. Buyer shall prepare and deliver to Seller a draft of a statement setting forth a proposed allocation (the “Allocation”) of the Purchase Price as adjusted pursuant to Section 368(a)(1)(F2.4 (as well as liabilities assumed or deemed assumed for U.S. federal income tax purposes, to the extent relevant) among the various assets of the Company in a manner consistent with Section 1060 of the Code, and that this Agreement shall be adopted as a plan of reoganization, the Treasury Regulations promulgated thereunder (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 similar provision of state or local Law, as appropriate), together with the Merger as an acquisition of interests in the Company by the Surviving Pubco reasonable supporting information and calculations within sixty (the “Intended Tax Treatment”). The Company Securityholder Representative shall prepare and deliver to the Surviving Pubco, within ninety (9060) days following after the determination of the Final Closing Adjustment final Purchase Price pursuant to Section 2.4. Seller shall inform Buyer 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 writing within forty-five (and Section 751 and 755, if applicable) of the Code and the Treasury regulations promulgated thereunder (the “Allocation”). The Surviving Pubco shall have thirty (3045) days from of the receipt of such draft of any objection by Seller to the Allocation to review Allocation. To the extent that any such objection is received, Buyer and comment on the Allocation and the Surviving Pubco and the Company Securityholder Representative Seller shall negotiate attempt in good faith to resolve any disagreementsdispute within fifteen (15) days following the receipt of such objection but shall have no obligation to resolve any disagreement. If Seller does not timely object to the Allocation, or upon resolution of the disputed items by Buyer and Seller, the Allocation shall become the “Final Allocation.” If Buyer and Seller cannot resolve any disputed item, the item in question shall be resolved by the Accountants. Buyer and Seller shall act in good faith to cause the Accountants to deliver the Final Allocation within thirty (30) days after such submission, and the fees and expenses of the Accountants shall be borne equally by Buyer and Seller. Any Allocation delivered by the Accountants shall be the Final Allocation. Buyer and Seller shall (i) be bound by the Final Allocation for purposes of determining any Taxes and (ii) prepare and file all Tax Returns in a manner consistent with the Final Allocation and otherwise take no position (and cause its Affiliates to take no position) inconsistent with the Final Allocation, unless required by applicable Law; provided, however, that if the Surviving Pubco does not provide any comments nothing 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 7.1 shall be referred to the Neutral Accountant, whose determination shall be final and binding upon the parties. The cost prohibit any Party (or any of the Neutral Accountant’s review and determination shall be borne its respective Affiliates) from settling any proposed deficiency or adjustment 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 based upon or arising out of the Intended Tax Treatment or Allocation, as finally determined in accordance with this Section 6.2(aFinal Allocation and the Parties (and any of their respective Affiliates) in each case, unless shall not be required to do so litigate before any court any proposed deficiency or adjustment by a final determination any Governmental Authority challenging the Final Allocation and (y) the Final Allocation shall be adjusted as defined in mutually agreed by Buyer and Seller to account for any adjustments to the Purchase Price pursuant to Section 1313 of the Code9.9.

Intended Tax Treatment; Purchase Price Allocation. The Parties intend that (i) the Domestication is intended Mergers contemplated hereby shall constitute a contribution of property to be treated as a reorganization Parent in exchange for stock of Parent within the meaning of Section 368(a)(1)(F) 351 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 Code 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 Section 1313 of the Code.