Common use of Sale Characterization Clause in Contracts

Sale Characterization. The Intermediate Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder; provided that the Intermediate Seller may consolidate the Purchaser and/or its properties and other assets for accounting purposes in accordance with GAAP; provided further that for federal income tax reporting purposes, the Purchaser is treated as a “disregarded entity” and, therefore, the Conveyance of the Transferred Assets by the Intermediate Seller to the Purchaser hereunder will not be recognized for federal income tax purposes.

Sale Characterization. The Intermediate Seller shall not make statements or disclosures, or treat the transactions contemplated by this Agreement (other than for tax or accounting purposes) in any manner other than as a true sale, contribution or absolute assignment of the title to and sole record and beneficial ownership interest of the Transferred Assets Conveyed or purported to be Conveyed hereunder; provided that the Intermediate Seller may consolidate the Intermediate Seller and the Purchaser and/or its their properties and other assets for accounting purposes in accordance with GAAP; provided further that for federal income tax reporting purposes, the Intermediate Seller and the Purchaser is are treated as a “disregarded entity” and, therefore, the Conveyance of the Transferred Assets by the Seller to the Intermediate Seller and by the Intermediate Seller to the Purchaser hereunder will not be recognized for federal income tax purposes.