Intended U.S. Tax Treatment. The Parties hereto agree that, for U.S. federal income tax purposes, certain of the transactions pursuant to the Arrangement will be treated as an integrated series of steps constituting a reorganization within the meaning of section 368 of the U.S. Code and a distribution by LAC of the stock of SpinCo (constituting "control" of SpinCo, within the meaning of section 368(c) of the U.S. Code) that, together with the other members of the SpinCo "separate affiliated group" (within the meaning of section 355(b)(3) of the U.S. Code), conducts the North American Business, to which section 355(a) of the U.S. Code applies (the "Intended U.S. Tax Treatment"), and that this Agreement is intended to be, and is hereby adopted as, a "plan of reorganization" within the meaning of Treasury Regulations section 1.368-2(g). No Party hereto nor any of their respective Affiliates will take any position for U.S. federal, state, local or non-U.S. income or franchise tax purposes, or any other tax reporting position, which is inconsistent with the foregoing unless required to do so by Applicable Law.
Intended U.S. Tax Treatment. Each Party hereto intends that, for U.S. federal income tax purposes, certain of the transactions pursuant to the Pre-Arrangement Reorganization and the Arrangement shall be treated as an integrated series of steps constituting a reorganization within the meaning of Section 368 of the Code and a distribution by the Corporation of stock of the Manager (constituting “control” of the Manager, within the meaning of Section 368(c) of the Code) that, together with the other members of the Manager’s “separate affiliated group” (within the meaning of Section 355(b)(3) of the Code), conducts the Asset Management Business, to which Section 355(a) of the Code applies (the “Intended U.S. Tax Treatment”), and that this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g). No Party hereto nor any of their Affiliates shall take any position for U.S. federal, state, local or non-U.S. income or franchise tax purposes, or any other tax reporting position, which is inconsistent with the foregoing unless required to do so by Applicable Law.
Intended U.S. Tax Treatment. The Arrangement is intended to qualify as two independent reorganizations within the meaning of Section 368(a) of the U.S. Tax Code, and this Agreement and the Plan of Arrangement shall constitute a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the U.S. Tax Code (the “Intended U.S. Tax Treatment”). Each party hereto shall file all Tax Returns consistent with the Intended U.S. Tax Treatment, unless otherwise required by applicable Law. Following the Effective Date, Parent will prepare and file in accordance with Treasury Regulations (including by posting a copy on the investor relations section of its website) an IRS Form 8937 with respect to the Arrangement. Each party hereto shall act in a manner that is consistent with the Intended U.S. Tax Treatment, and, except as provided by this Agreement or by applicable Law, shall not take any action, or knowingly fail to take any action, if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a).
Intended U.S. Tax Treatment. The Parties hereto hereby agree and acknowledge that for U.S. federal income Tax purposes, it is intended that (a) the SPAC Merger and Share Swap, taken together, shall be treated as a contribution governed by Section 351 of the Code and the Treasury Regulations thereunder and (b) the SPAC Merger shall not subject holders of SPAC Common Stock to tax under Section 367 of the Code (other than for any stockholder that would be a “five-percent transferee shareholder” (within the meaning of United States Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of PubCo following the Transactions that does not enter into a five-year gain recognition agreement (“GRA”) pursuant to United States Treasury Regulations Section 1.367(a)-8(c))) ((a) and (b), together, the “Intended U.S. Tax Treatment”). To the extent permitted under applicable Law, (i) the parties intend that the SPAC Merger also qualify as a “reorganization” under Section 368(a) of the Code and (ii) this Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to the SPAC Merger within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder, as well as an integrated plan of formation and combination among various constituent parties pursuant to Section 351 of the Code and the Treasury Regulations thereunder.
Intended U.S. Tax Treatment. Parent does not have any current intention to liquidate the Company or take any other action that would cause the Merger to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Intended U.S. Tax Treatment. (i) The parties hereto intend that for U.S. federal income Tax purposes the relevant Transactions will qualify for the Intended U.S. Tax Treatment and each party hereto, as applicable, shall, and shall cause its respective Affiliates to, use commercially reasonable efforts to cause the relevant Transactions to so qualify and shall file all Tax Returns consistent with, and take no position inconsistent with (whether in audits, Tax Returns or otherwise), such treatment unless required to do so pursuant to a “determination” that is final within the meaning of Section 1313(a) of the Code.
(ii) The parties hereto shall not take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Intended U.S. Tax Treatment.
(iii) All Transfer Taxes incurred in connection with the Share Exchange shall be borne by the Company. SPAC and the Company shall cooperate in timely preparing and filing all Tax Returns as may be required to comply with the provisions of such tax Laws. The Company, SPAC and TopCo agree to use commercially reasonable efforts to file with or obtain from any Governmental Authority any certificates or other documents as may be necessary to mitigate, reduce or eliminate any Transfer Taxes that could be imposed (including, but not limited to, with respect to the Transactions).
Intended U.S. Tax Treatment. Except as otherwise required pursuant to a Final Determination, the Parties and each of their Affiliates agree to report, act and file all Tax Returns and determine all Taxes in accordance with, and not take any position for Tax purposes in a proceeding or otherwise that is inconsistent with, the Tax treatment of the items specified below:
(a) Any statements of intended Tax treatment included on the Master Step Plan shall be as described therein with respect to the applicable steps; provided, however, that if there is any conflict between the intended Tax treatment expressed in the Master Step Plan and that expressed in this Agreement, the intended Tax treatment expressed in this Agreement shall control.
(b) The Partnership Formation shall be treated as the formation of a partnership under Section 721 of the Code and at all times beginning with the date of the Partnership Formation through the end of the Closing Date, JV NewCo shall be treated as a partnership for U.S. federal income tax purposes (and any similar provision of state, local or non-U.S. law) and shall allocate to the Exxxxxx Contributors, and the Exxxxxx Contributors shall recognize, items of income, gain, loss, deduction or credit for such period in accordance with Subtitle A, Chapter 1, Subchapter K of the Code (and any similar provisions of state, local or non-U.S. law).
(c) The distributions of the Debt-Financed Distribution Amount pursuant to Section 2.04 shall be treated as distributions made in connection with a “debt-financed transfer” under Section 1.707-5(b) of the Treasury Regulations.
(d) The assumption of the Qualified Liabilities by JV NewCo pursuant to Section 2.05 shall be treated as assumptions of “qualified liabilities” within the meaning of Section 1.707-5(a)(6) of the Treasury Regulations.
(e) Ruby’s acquisition of the Acquired JV NewCo Equity Interests shall be treated as an acquisition of a partnership interest in JV NewCo by Rxxx in a transaction governed by Sections 741, 751 and 743 of the Code.
(f) Unless otherwise mutually agreed by Exxxxxx and Rxxx, acting reasonably and in good faith (neither party’s agreement to be unreasonable withheld, conditioned or delayed), with respect to any controlled foreign corporation (within the meaning of Section 957 of the Code) of Exxxxxx that is transferred to JV NewCo pursuant to the transactions contemplated by this Agreement, Exxxxxx, Xxxx and JV NewCo shall, and shall cause their Affiliates and equity owners to, make the electi...
Intended U.S. Tax Treatment. For U.S. federal income Tax purposes, this Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3. The Parties acknowledge that each of the Founders and Founder Holdcos intends to treat each Merger as a “reorganization” within the meaning of Section 368(a) of the Code (the “Intended U.S. Tax Treatment”). Each Party agrees that it will not take any reporting position for U.S. federal income tax purposes that is inconsistent with the Intended U.S. Tax Treatment unless required by Law. The Parties shall cooperate with each other, following request from a Party, to provide any information that is available to the other Parties and that is reasonably necessary for the requesting Party in order to reflect the Intended U.S. Tax Treatment on its U.S. Tax Returns.
Intended U.S. Tax Treatment. The parties acknowledge and agree that, for U.S. federal income tax purposes and assuming compliance by Seller with Section 13(b), (i) the Repurchase is intended to constitute a distribution in full payment in exchange for the Repurchased Shares within the meaning of Section 302(a) of the Code (a “Redemption Distribution”), and not as a distribution of property to which Section 301 of the Code applies pursuant to Section 302(d) of the Code, and (ii) regardless of whether the Transaction Costs and Expenses are netted against the amount paid by the Company to Seller pursuant to Section 4(b) or Section 4(d) or are separately reimbursed by Seller pursuant to Section 3, the Transaction Costs and Expenses shall be treated as taken into account in the determination of, and to the extent reimbursed by Seller, treated as adjustments to, the aggregate amount paid by the Company to Seller as a Redemption Distribution, and not as a reimbursement or any other type of payment ((i) and (ii) collectively, the “U.S. Intended Tax Treatment”). The parties agree to file all U.S. federal, state and local tax returns in a manner consistent with the U.S. Intended Tax Treatment and, unless otherwise required by a final determination, will not take any position inconsistent with the U.S. Intended Tax Treatment for any U.S. federal, state or local tax purposes.
Intended U.S. Tax Treatment. The Parties intend that for all U.S. federal and applicable state and local Tax purposes that (a) the Parsec Pre-Closing Reorganization be treated as a reorganization under Section 368(a)(1)(F) of the Code as described in IRS Revenue Ruling 2008-18, and (b) the sale of the Purchased Interests by the Sellers to the Purchaser be treated as a taxable sale by the Sellers to the Purchaser of an undivided interest in the assets of the Target Group, subject to the liabilities of the Target Group, in exchange for the Final Purchase Price (collectively, the “Intended U.S. Tax Treatment”). Each of the Parties agrees to prepare and file all Tax Returns and relating filings in a manner which is consistent with such intentions, and will not take any action or position inconsistent with such intentions, unless otherwise required by applicable Law following a “final determination” (as defined in Section 1313(a) of the Code or any similar state or local Tax law) by any Governmental Authority.
