Investment Units. On or before the 60th day following the Effective Date (the “Management Class A Funding Date”), Employee shall purchase 1,200 Class A Units (the “Investment Units”) in EPE Management Investors, LLC (“EMI”) in exchange for a cash payment equal to $1,200,000, subject to and in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement of EMI, as amended from time to time (the “EMI LLC Agreement”). Conditioned on the acquisition by Employee of the Investment Units on or before the Management Class A Funding Date and subject to the terms and conditions set forth in the LLC Agreement, Employee shall be entitled to receive 600 additional Class A Units (the “Matching Units”); provided, however, that the issuance of such Matching Units to Employee will be subject to Employee’s prior remittance to the Company of funds necessary to satisfy all taxes required to be withheld in connection with the receipt by Employee of such Matching Units. The Investment Units and the Matching Units will be subject to, and governed by, the terms and conditions set forth in the EMI LLC Agreement.
Investment Units. For U.S. federal, state and local income tax purposes, the parties shall, unless otherwise required by a change in law (including regulations, judicial rulings or published administrative determinations with respect to Taxes) or by any Governmental Authority following an audit or examination, (i) treat all Advances as indebtedness, (ii) treat the initial Advance and the Warrant as having been issued as an “investment unit” within the meaning of Section 1273(c)(2) of the Code, (iii) treat the initial Advance as having an “issue price” within the meaning of Section 1273(b) of the Code that is determined by subtracting the value of the Warrant as of the Closing Date (as determined by the Lenders), which determination the Lenders shall provide to the Borrower within 30 days of the Closing Date and (iv) treat the initial Advance as having been issued with original issue discount (“OID”) to the extent required as a result of their issuance as part of an investment unit. The parties shall prepare and file all U.S. federal, state and local income tax returns in a manner consistent with the foregoing. The Borrower shall provide any information reasonably requested from time to time by the Administrative Agent or any Lender regarding the OID associated with the initial Advance for U.S. federal, state and local income tax purposes. The Lenders shall also provide or cause to be provided to the Administrative Agent all information necessary to allow the Agent to comply with any applicable cost basis reporting obligations. The Administrative Agent may rely on the cost basis information provided to it and shall have no responsibility to verify or ensure the accuracy of the cost basis information provided to it.
Investment Units. The Senior Debentures and the Warrants constitute investment units ("Investment Units") for the purposes of Section 1273(c)(2)(A) of the Internal Revenue Code of 1986 as amended (the "Code"). In accordance with such section and Section 1273(b)(2) of the Code, the issue price of investment units of a Purchaser is the amount such Purchaser pays for its Senior Debenture. LDS and the Purchasers agree that within thirty (30) days after the Closing they will in good faith agree in writing as to the allocation of the issue price between the Senior Debentures and the Warrants in proportion to their respective fair market values. None of the parties will take any position in its tax returns that is inconsistent with such agreed upon allocation. LDS will provide the Purchasers with any information necessary for them to report their income from this transaction properly.
Investment Units. 12.5 The Borrower and each Lender agree that (a) the promissory notes represented by the Initial Advance, the Bonus Shares and the Bonus Warrants (excluding the Bonus Warrants Amendments and the Bonus Warrants Second Amendments), constitute "Investment Units" as that term is defined in section 1273(c)(2) of the Code, (b) the issue price of the Investment Units (as defined in section 1273(b)(2) of the Code) is equal to US$10,000,000, (c) the fair market value of the Bonus Shares is US$900,000 and the fair market value of the Bonus Warrants (excluding the Bonus Warrants Amendments and the Bonus Warrants Second Amendments) is US$1,016,340, and (d) the issue price of the promissory notes represented by the Initial Advance for U.S. federal income tax purposes is US$8,083,660. Neither the Borrower nor any Lender shall take any position inconsistent with the foregoing on any report, return, claim for refund or other filing for U.S. federal, state or other tax purposes unless each party agrees or as otherwise may be required by applicable law Maximum Return
Investment Units. 12.5 The Borrower and each Lender agree that (a) the promissory notes represented by the Initial Advance, the Bonus Shares and the Bonus Warrants (excluding the Bonus Warrants Amendments), constitute "Investment Units" as that term is defined in section 1273(c)(2) of the Code, (b) the issue price of the Investment Units (as defined in section 1273(b)(2) of the Code) is equal to US$10,000,000, (c) the fair market value of the Bonus Shares is US$900,000 and the fair market value of the Bonus Warrants (excluding the Bonus Warrants Amendments) is US$1,016,340, and (d) the issue price of the promissory notes represented by the Initial Advance for U.S. federal income tax purposes is US$8,083,660. Neither the Borrower nor any Lender shall take any position inconsistent with the foregoing on any report, return, claim for refund or other filing for U.S. federal, state or other tax purposes unless each party agrees or as otherwise may be required by applicable law Maximum Return
Investment Units. 12.5 The Borrower and each Lender agree that (a) the promissory notes represented by the Initial Advance, the Bonus Shares and the Bonus Warrants, constitute "Investment Units" as that term is defined in section 1273(c)(2) of the Code, (b) the issue price of the Investment Units (as defined in section 1273(b)(2) of the Code) is equal to US$10,000,000, (c) the fair market value of the Bonus Shares is US$900,000 and the fair market value of the Bonus Warrants is US$1,016,340, and (d) the issue price of the promissory notes represented by the Initial Advance for U.S. federal income tax purposes is US$8,083,660. Neither the Borrower nor any Lender shall take any position inconsistent with the foregoing on any report, return, claim for refund or other filing for U.S. federal, state or other tax purposes unless each party agrees or as otherwise may be required by applicable law Maximum Return
