Common use of Tax Characterization of Transaction Clause in Contracts

Tax Characterization of Transaction. Immediately prior to the Closing, the Partnership shall borrow approximately $173.1 million under the Revolving Credit Agreement to fund the Cash Consideration (the “Partnership Debt”). The Parties intend that the Contributing Parties will be treated as receiving a distribution from the Partnership at Closing: (a) first out of the proceeds of the Partnership Debt as a “debt-financed transfer” within the meaning of Treasury Regulations Section 1.707-5(b)(1) to the extent of the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt under Treasury Regulations Sections 1.707-5(a)(2) and 1.752-3(a)(3); (b) to the extent the amount distributed to the Contributing Parties exceeds the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt as described in clause (a), as a reimbursement of the Contributing Parties’ preformation expenditures with respect to the Subject Interest within the meaning of Treasury Regulations Section 1.707- 4(d), to the extent applicable; and (c) to the extent the amount distributed exceeds the amounts described in clauses (a) and (b), in a transaction subject to treatment under Section 707(a)(2)(B) of the Code and the Treasury Regulations thereunder as in part a sale, and in part a contribution, of the Subject Interest to the Partnership to the extent that Treasury Regulations Sections 1.707-4(d) and 1.707-5(b)(1) are inapplicable. Unless otherwise required by a final determination of the Internal Revenue Service, the Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Partnership Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Tax Characterization of Transaction. Immediately prior to the Closing, the Partnership shall borrow approximately $173.1 million 163,412,000 under the Revolving Credit Agreement to fund the Cash Consideration (the “Partnership Debt”). The Parties intend that the Contributing Parties will be treated as receiving a distribution from the Partnership at Closing: (a) first out of the proceeds of the Partnership Debt as a “debt-financed transfer” within the meaning of Treasury Regulations Section 1.707-5(b)(1) to the extent of the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt under Treasury Regulations Sections 1.707-5(a)(2) and 1.752-3(a)(3); (b) to the extent the amount distributed to the Contributing Parties exceeds the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt as described in clause (a), as a reimbursement of the Contributing Parties’ preformation expenditures with respect to the Subject Interest within the meaning of Treasury Regulations Section 1.707- 1.707-4(d), to the extent applicable; and (c) to the extent the amount distributed exceeds the amounts described in clauses (a) and (b), in a transaction subject to treatment under Section 707(a)(2)(B) of the Code and the Treasury Regulations thereunder as in part a sale, and in part a contribution, of the Subject Interest to the Partnership to the extent that Treasury Regulations Sections 1.707-4(d) and 1.707-5(b)(1) are inapplicable. Unless otherwise required by a final determination of the Internal Revenue Service, the Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Partnership Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Tax Characterization of Transaction. Immediately prior to the Closing, the Partnership shall borrow approximately $173.1 million under the Revolving Credit Agreement to fund the Cash Consideration (the “Partnership Debt”). The Parties intend that the Contributing Parties will be treated as receiving a distribution from the Partnership at Closing: (a) first out of the proceeds of the Partnership Debt as a “debt-financed transfer” within the meaning of Treasury Regulations Section 1.707-5(b)(1) to the extent of the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt under Treasury Regulations Sections 1.707-5(a)(2) and 1.752-3(a)(3); (b) to the extent the amount distributed to the Contributing Parties exceeds the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt as described in clause (a), as a reimbursement of the Contributing Parties’ preformation expenditures with respect to the Subject Interest within the meaning of Treasury Regulations Section 1.707- 1.707-4(d), to the extent applicable; and (c) to the extent the amount distributed exceeds the amounts described in clauses (a) and (b), in a transaction subject to treatment under Section 707(a)(2)(B) of the Code and the Treasury Regulations thereunder as in part a sale, and in part a contribution, of the Subject Interest to the Partnership to the extent that Treasury Regulations Sections 1.707-4(d) and 1.707-5(b)(1) are inapplicable. Unless otherwise required by a final determination of the Internal Revenue Service, the Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Partnership Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Tax Characterization of Transaction. Immediately prior to the Closing, the Partnership shall borrow approximately $173.1 115.8 million under the Revolving Credit Agreement to fund the Cash Consideration (the “Partnership Debt”). The Parties intend that the Contributing Parties will be treated as receiving a distribution from the Partnership at Closing: (a) first out of the proceeds of the Partnership Debt as a “debt-financed transfer” within the meaning of Treasury Regulations Section 1.707-5(b)(1) to the extent of the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt under Treasury Regulations Sections 1.707-5(a)(2) and 1.752-3(a)(3); (b) to the extent the amount distributed to the Contributing Parties exceeds the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt as described in clause (a), as a reimbursement of the Contributing Parties’ preformation expenditures with respect to the Subject Interest within the meaning of Treasury Regulations Section 1.707- 1.707-4(d), to the extent applicable; and (c) to the extent the amount distributed exceeds the amounts described in clauses (a) and (b), in a transaction subject to treatment under Section 707(a)(2)(B) of the Code and the Treasury Regulations thereunder as in part a sale, and in part a contribution, of the Subject Interest to the Partnership to the extent that Treasury Regulations Sections 1.707-4(d) and 1.707-5(b)(1) are inapplicable. Unless otherwise required by a final determination of the Internal Revenue Service, the Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Partnership Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Tax Characterization of Transaction. Immediately prior to the Closing, the Partnership shall borrow approximately $173.1 115.8 million under the Revolving Credit Agreement to fund the Cash Consideration (the “Partnership Debt”). The Parties intend that the Contributing Parties will be treated as receiving a distribution from the Partnership at Closing: (a) first out of the proceeds of the Partnership Debt as a “debt-financed transfer” within the meaning of Treasury Regulations Section 1.707-5(b)(1) to the extent of the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt under Treasury Regulations Sections 1.707-5(a)(2) and 1.752-3(a)(3); (b) to the extent the amount distributed to the Contributing Parties exceeds the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt as described in clause (a), as a reimbursement of the Contributing Parties’ preformation expenditures with respect to the Subject Interest within the meaning of Treasury Regulations Section 1.707- 4(d), to the extent applicable; and (c) to the extent the amount distributed exceeds the amounts described in clauses (a) and (b), in a transaction subject to treatment under Section 707(a)(2)(B) of the Code and the Treasury Regulations thereunder as in part a sale, and in part a contribution, of the Subject Interest to the Partnership to the extent that Treasury Regulations Sections 1.707-4(d) and 1.707-5(b)(1) are inapplicable. Unless otherwise required by a final determination of the Internal Revenue Service, the Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Partnership Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

Tax Characterization of Transaction. Immediately prior to the Closing, the Partnership shall borrow approximately $173.1 133.5 million under the Revolving Credit Agreement to fund a portion of the Cash Consideration (the “Partnership Debt”). The Parties intend that the Contributing Parties will be treated as receiving a distribution from the Partnership at Closing: (a) first out of the proceeds of the Partnership Debt as a “debt-financed transfer” within the meaning of Treasury Regulations Section 1.707-5(b)(1) to the extent of the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt under Treasury Regulations Sections 1.707-5(a)(2) and 1.752-3(a)(3); (b) to the extent the amount distributed to the Contributing Parties exceeds the Contributing Parties’ allocable share of the indebtedness incurred under the Partnership Debt as described in clause (a), as a reimbursement of the Contributing Parties’ preformation expenditures with respect to the Subject Interest within the meaning of Treasury Regulations Section 1.707- 1.707-4(d), to the extent applicable; and (c) to the extent the amount distributed exceeds the amounts described in clauses (a) and (b), in a transaction subject to treatment under Section 707(a)(2)(B) of the Code and the Treasury Regulations thereunder as in part a sale, and in part a contribution, of the Subject Interest to the Partnership to the extent that Treasury Regulations Sections 1.707-4(d) and 1.707-5(b)(1) are inapplicable. Unless otherwise required by a final determination of the Internal Revenue Service, the Parties agree to act at all times in a manner consistent with this intended treatment of the Cash Consideration and the Partnership Debt, including disclosing the distribution of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.