Common use of Nature of Parties’ Interests Under Certain Project Agreements Clause in Contracts

Nature of Parties’ Interests Under Certain Project Agreements. (a) Neither this Agreement nor any of the other Project Agreements grant to the Concessionaire any fee title, leasehold estate, easement or other real property interest of any kind in or to the Project or the Rights of Way. The Concessionaire’s interests under this Agreement are limited to contract rights constituting intangible personal property (and not real estate interests), including, without limitation, the Concessionaire’s right, in accordance with the provisions of this Agreement, to impose, charge, collect, use and enforce payment of Toll Revenues. (b) The Department and the Concessionaire acknowledge their mutual intent that, despite the Department’s retention of fee title to (or other good and valid real property interest in) the HOT Lanes Project and the HOT Lanes Right of Way, as a result of the Concessionaire’s rights and interests therein pursuant to the permit granted to the Concessionaire under this Agreement, the Concessionaire shall be treated, to the maximum extent permitted by Law, as the owner of the HOT Lanes Project for federal income tax purposes and in that regard (i) the Concessionaire’s cost of development, design, construction and start-up of the Route 495 HOT Lanes in Virginia Project represents acquisition cost of the Concessionaire’s interest in the HOT Lanes Project, including the Permit (the “Permit Cost”), and (ii) no payment by the Department to the Design Build Contractor pursuant to Section 7.02 shall be treated as part of the Permit Cost. The Department shall not file any documentation with any agency of any state government, the U.S. federal government or any department thereof that is inconsistent with this intention; provided that it is the intention of the parties that this provision have no bearing on ownership status under Environmental Laws regarding Hazardous Substances. The Permit Cost shall be allocated for all income tax purposes in the manner determined by the Concessionaire, which allocation shall be consistent with Section 1060 of the Internal Revenue Code of 1986, as amended. The Concessionaire shall execute and file all income tax returns with the Internal Revenue Service in a manner consistent with such allocation, including Form 8594, and although it is not contemplated that the Department will be required to file any return with the Internal Revenue Service with respect to such allocation, if required to do so the Department shall file such return in a manner consistent with such allocation.

Nature of Parties’ Interests Under Certain Project Agreements. (a) Neither this Agreement nor any of the other Project Agreements grant to the Concessionaire any fee title, leasehold estate, easement or other real property interest of any kind in or to the Project or the Rights of Way. The Concessionaire’s interests under this Agreement are limited to contract rights constituting intangible personal property (and not real estate interests), including, without limitation, the Concessionaire’s right, in accordance with the provisions of this Agreement, to impose, charge, collect, use and enforce payment of Toll Revenues. (b) The Department and the Concessionaire acknowledge their mutual intent that, despite the Department’s retention of fee title to (or other good and valid real property interest in) the HOT Lanes Project and the HOT Lanes Right of Way, as a result of the Concessionaire’s rights and interests therein pursuant to the permit granted to the Concessionaire under this Agreement, the Concessionaire shall be treated, to the maximum extent permitted by Law, as the owner of the HOT Lanes Project for federal income tax purposes and in that regard (i) the Concessionaire’s cost of development, design, construction and start-up of the Route 495 HOT Lanes in Virginia Project represents acquisition cost of the Concessionaire’s interest in the HOT Lanes Project, including the Permit (the “Permit Cost”), and (ii) no payment by the Department to the Design Design- Build Contractor pursuant to Section 7.02 shall be treated as part of the Permit Cost. The Department shall not file any documentation with any agency of any state government, the U.S. federal government or any department thereof that is inconsistent with this intention; provided that it is the intention of the parties that this provision have no bearing on ownership status under Environmental Laws regarding Hazardous Substances. The Permit Cost shall be allocated for all income tax purposes in the manner determined by the Concessionaire, which allocation shall be consistent with Section 1060 of the Internal Revenue Code of 1986, as amendedCode. The Concessionaire shall execute and file all income tax returns with the Internal Revenue Service in a manner consistent with such allocation, including Form 8594, and although it is not contemplated that the Department will be required to file any return with the Internal Revenue Service with respect to such allocation, if required to do so the Department shall file such return in a manner consistent with such allocation.